FINANCIAL STATEMENTS AND

INDEPENDENT AUDITORS’ REPORT

 

**BOSTON CAPITAL TAX CREDIT FUND II**

**LIMITED PARTNERSHIP -**

**SERIES 7, 9 THROUGH 12, AND 14**

 

MARCH 31, 2002 AND 2001

 

----

 

Boston Capital Tax Credit Fund II Limited Partnership

Series 7, 9 through 12, and 14

 

TABLE OF CONTENTS

 
| INDEPENDENT AUDITORS’ REPORT                        |
|----------------------------------------------------------|
|                                                     |
| FINANCIAL  STATEMENTS                                    |
|                                                     |
| BALANCE SHEETS                                           |
|                                                     |
| STATEMENTS OF OPERATIONS                                 |
|                                                     |
| STATEMENTS OF CHANGES IN PARTNERS’ CAPITAL          |
|                                                     |
| STATEMENTS OF CASH FLOWS                                 |
|                                                     |
| NOTES TO FINANCIAL STATEMENTS                            |
|                                                     |
| SCHEDULE III  - REAL ESTATE AND ACCUMULATED DEPRECIATION |
|                                                     |
| NOTES TO SCHEDULE III                                    |

 

Schedules not listed are omitted because ofthe absence of the conditions under which they are required or because theinformation is included in the financial statements or the notes thereto.

 

F-2

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Reznick Fedder & Silverman

Certified Public Accountants * A Professional Corporation

 

7700 Old Georgetown Road * Suite 400 * Bethesda, MD 20814-6100

(301) 652-9100 * Fax (301) 652-1848

 

 

INDEPENDENTAUDITORS’ REPORT

 

To the Partners

Boston Capital Tax Credit FundII

  Limited Partnership

 

We have audited theaccompanying balance sheets of Boston Capital Tax Credit Fund II LimitedPartnership, including Boston Capital Tax Credit Fund II Limited Partnership -Series 7, Series 9 through 12, and Series 14, in total and for each series, asof March 31, 2002 and 2001, and the related statements of operations, changesin partners’ capital and cash flows for the total partnership and for each ofthe series for each of the three years ended March 31, 2002.  These financial statements are theresponsibility of the partnership’s management.  Our responsibility is to express an opinion on these financialstatements based on our audits.  We didnot audit the financial statements of certain operating limited partnerships inwhich Boston Capital Tax Credit Fund II Limited Partnership owns a limitedpartnership interest.  Investments insuch partnerships comprise the following percentages of the assets as of March31, 2002 and 2001 for Series 7, Series 9 through 12, and Series 14, and thelimited partnership loss for each of the three years ended March 31, 2002 forSeries 7, Series 9 through 12, and Series 14: Total, 26% and 23% of the assetsand 23%, 20% and 29% of the partnership loss; Series 7, 5% and 20% of theassets and 27%, 24% and 27% of the partnership loss; Series 9, 36% and 34% ofthe assets and 17%, 15% and 31% of the partnership loss; Series 10, 18% and 18%of the assets and 12%, 14% and 30% of the partnership loss; Series 11, 32% and10% of the assets and 28%, 14% and 20% of the partnership loss; Series 12, 14%and 17% of the assets and 28%, 21% and 28% of the partnership loss; and Series14, 28% and 29% of the assets and 25%, 24% and 22% of the partnershiploss.  The financial statements of thesepartnerships were audited by other auditors, whose reports have been furnishedto us, and our opinion, insofar as it relates to information relating to thesepartnerships, is based solely on the reports of the other auditors.

 

We conducted our audits inaccordance with auditing standards generally accepted in the United States ofAmerica.  Those standards require thatwe plan and perform the audit to obtain reasonable assurance about whether thefinancial statements are free of material misstatement.  An audit includes examining, on a testbasis, evidence supporting the amounts and disclosures in the financialstatements.  An audit also includesassessing the accounting principles used and significant estimates made bymanagement, as well as evaluating the overall financial statementpresentation.  We believe that ouraudits and the reports of the other auditors provide a reasonable basis for ouropinion.

 

F-3

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In ouropinion, based on our audits and the reports of the other auditors, thefinancial statements referred to above present fairly, in all materialrespects, the financial position of Boston Capital Tax Credit Fund II Limited Partnership,including Boston Capital Tax Credit Fund II Limited Partnership - Series 7,Series 9 through 12, and Series 14, in total and for each series, as of March31, 2002 and 2001, and the results of their operations and their cash flows forthe total partnership and for each of the series for each of the three yearsended March 31, 2002, in conformity with accounting principles generallyaccepted in the United States of America.

 

We and other auditors have alsoaudited the information included in the related financial statement schedulelisted in Form 10-K item 14(a) of Boston Capital Tax Credit Fund II LimitedPartnership - Series 7, Series 9 through 12, and Series 14 as of March 31,2002.  In our opinion, the schedulepresents fairly the information required to be set forth therein, in conformitywith accounting principles generally accepted in the United States of America.

 

 
| Bethesda,  Maryland |
|---------------------|
| June 24, 2002       |

 

F-4

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Boston Capital Tax Credit Fund II Limited Partnership

Series 7, 9 through 12, and 14

 

BALANCE SHEETS

 

March 31, 2002 and 2001

 
|                                                                                                                                                                                                                |   | **Total**  |       |
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|------------|------------|
|                                                                                                                                                                                                                |   | **2002**   |       | **2001** |   |
| ASSETS                                                                                                                                                                                                              |   |       |       |   |   |
|                                                                                                                                                                                                                |   |       |       |   |   |
| INVESTMENTS IN OPERATING LIMITED PARTNERSHIPS (notes A and C)                                                                                                                                                       |   | $          | 34,447,755 |   | $ | 40,320,863 |   |
|                                                                                                                                                                                                                |   |       |       |   |   |
| OTHER ASSETS                                                                                                                                                                                                        |   |       |       |   |   |
| Cash and cash equivalents (notes A and E)                                                                                                                                                                           |   | 1,132,906  |       | 903,223 |   |
| Investments held to maturity (notes A and G)                                                                                                                                                                        |   | 411,470    |       | 642,595 |   |
| Notes receivable (note F)                                                                                                                                                                                           |   | 543,584    |       | 543,584 |   |
| Deferred acquisition costs, net of accumulated amortization (notes A and  C)                                                                                                                                        |   | 995,515    |       | 1,044,076 |   |
| Other                                                                                                                                                                                                               |   | 1,037,563  |       | 989,477 |   |
|                                                                                                                                                                                                                |   |       |       |   |   |
|                                                                                                                                                                                                                |   | $          | 38,568,793 |   | $ | 44,443,818 |   |
|                                                                                                                                                                                                                |   |       |       |   |   |
| LIABILITIES AND PARTNERS’  CAPITAL                                                                                                                                                                             |   |       |       |   |   |
|                                                                                                                                                                                                                |   |       |       |   |   |
| LIABILITIES                                                                                                                                                                                                         |   |       |       |   |   |
| Accounts payable - trade                                                                                                                                                                                            |   | $          | 3,224      |   | $ | 1,380 |   |
| Accounts payable - affiliates (note B)                                                                                                                                                                              |   | 24,608,073 |       | 22,081,673 |   |
| Capital contributions payable (note C)                                                                                                                                                                              |   | 259,804    |       | 261,103 |   |
|                                                                                                                                                                                                                |   |       |       |   |   |
|                                                                                                                                                                                                                |   | 24,871,101 |       | 22,344,156 |   |
| PARTNERS’ CAPITAL (note A)                                                                                                                                                                                     |   |       |       |   |   |
| Assignor limited partner                                                                                                                                                                                            |   |       |       |   |   |
| Units of limited partnership interest consisting of 20,000,000  authorized beneficial assignee certificates (BAC), $10 stated value,  18,679,738 issued and outstanding to the assignees at March 31, 2002 and 2001 |   | —     |       | — |   |
| Assignees                                                                                                                                                                                                           |   |       |       |   |   |
| Units of beneficial interest of the limited partnership interest of  the assignor limited partner, 18,679,738 issued and outstanding at March 31,  2002 and 2001                                                    |   | 15,177,430 |       | 23,495,380 |   |
| General partner                                                                                                                                                                                                     |   | (1,479,738 | )          | (1,395,718 | ) |
|                                                                                                                                                                                                                |   |       |       |   |   |
|                                                                                                                                                                                                                |   | 13,697,692 |       | 22,099,662 |   |
|                                                                                                                                                                                                                |   |       |       |   |   |
|                                                                                                                                                                                                                |   | $          | 38,568,793 |   | $ | 44,443,818 |   |

 

F-5

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|                                                                                                                                                                                                               |   | **Series 7** |    |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|--------------|---------|
|                                                                                                                                                                                                               |   | **2002**     |    | **2001** |   |
| ASSETS                                                                                                                                                                                                             |   |         |    |   |   |
|                                                                                                                                                                                                               |   |         |    |   |   |
| INVESTMENTS IN OPERATING LIMITED PARTNERSHIPS (notes A and C)                                                                                                                                                      |   | $            | 263,836 |   | $ | 478,143 |   |
|                                                                                                                                                                                                               |   |         |    |   |   |
| OTHER ASSETS                                                                                                                                                                                                       |   |         |    |   |   |
| Cash and cash equivalents (notes A and E)                                                                                                                                                                          |   | 8,525        |    | 6,561 |   |
| Investments held to maturity (notes A and G)                                                                                                                                                                       |   | —       |    | — |   |
| Notes receivable (note F)                                                                                                                                                                                          |   | —       |    | — |   |
| Deferred acquisition costs, net of accumulated amortization (notes A  and C)                                                                                                                                       |   | —       |    | — |   |
| Other                                                                                                                                                                                                              |   | 73,704       |    | 67,204 |   |
|                                                                                                                                                                                                               |   |         |    |   |   |
|                                                                                                                                                                                                               |   | $            | 346,065 |   | $ | 551,908 |   |
|                                                                                                                                                                                                               |   |         |    |   |   |
| LIABILITIES AND PARTNERS’  DEFICIT                                                                                                                                                                            |   |         |    |   |   |
|                                                                                                                                                                                                               |   |         |    |   |   |
| LIABILITIES                                                                                                                                                                                                        |   |         |    |   |   |
| Accounts payable - trade                                                                                                                                                                                           |   | $            | —  |   | $ | — |   |
| Accounts payable - affiliates (note B)                                                                                                                                                                             |   | 1,417,866    |    | 1,293,251 |   |
| Capital contributions payable (note C)                                                                                                                                                                             |   | —       |    | — |   |
|                                                                                                                                                                                                               |   |         |    |   |   |
|                                                                                                                                                                                                               |   | 1,417,866    |    | 1,293,251 |   |
| PARTNERS’ DEFICIT (note A)                                                                                                                                                                                    |   |         |    |   |   |
| Assignor limited partner                                                                                                                                                                                           |   |         |    |   |   |
| Units of limited partnership interest consisting of 20,000,000  authorized beneficial assignee certificates (BAC), $10 stated value,  1,036,100 issued and outstanding to the assignees at March 31, 2002 and 2001 |   | —       |    | — |   |
| Assignees                                                                                                                                                                                                          |   |         |    |   |   |
| Units of beneficial interest of the limited partnership interest of  the assignor limited partner, 1,036,100 issued and outstanding at March 31,  2002 and 2001                                                    |   | (971,156     | )       | (644,003 | ) |
| General partner                                                                                                                                                                                                    |   | (100,645     | )       | (97,340 | ) |
|                                                                                                                                                                                                               |   |         |    |   |   |
|                                                                                                                                                                                                               |   | (1,071,801   | )       | (741,343 | ) |
|                                                                                                                                                                                                               |   |         |    |   |   |
|                                                                                                                                                                                                               |   | $            | 346,065 |   | $ | 551,908 |   |

 

F-6

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|                                                                                                                                                                                                               |   | **Series 9** |      |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|--------------|-----------|
|                                                                                                                                                                                                               |   | **2002**     |      | **2001** |   |
| ASSETS                                                                                                                                                                                                             |   |         |      |   |   |
|                                                                                                                                                                                                               |   |         |      |   |   |
| INVESTMENTS IN OPERATING LIMITED PARTNERSHIPS (notes A and C)                                                                                                                                                      |   | $            | 4,855,581 |   | $ | 6,138,711 |   |
|                                                                                                                                                                                                               |   |         |      |   |   |
| OTHER ASSETS                                                                                                                                                                                                       |   |         |      |   |   |
| Cash and cash equivalents (notes A and E)                                                                                                                                                                          |   | 215,236      |      | 245,954 |   |
| Investments held to maturity (notes A and G)                                                                                                                                                                       |   | 97,866       |      | 92,788 |   |
| Notes receivable (note F)                                                                                                                                                                                          |   | —       |      | — |   |
| Deferred acquisition costs, net of accumulated amortization (notes A  and C)                                                                                                                                       |   | 17,832       |      | 18,702 |   |
| Other                                                                                                                                                                                                              |   | 241,754      |      | 215,851 |   |
|                                                                                                                                                                                                               |   |         |      |   |   |
|                                                                                                                                                                                                               |   | $            | 5,428,269 |   | $ | 6,712,006 |   |
|                                                                                                                                                                                                               |   |         |      |   |   |
| LIABILITIES AND PARTNERS’  CAPITAL                                                                                                                                                                            |   |         |      |   |   |
|                                                                                                                                                                                                               |   |         |      |   |   |
| LIABILITIES                                                                                                                                                                                                        |   |         |      |   |   |
| Accounts payable - trade                                                                                                                                                                                           |   | $            | —    |   | $ | — |   |
| Accounts payable - affiliates (note B)                                                                                                                                                                             |   | 5,758,079    |      | 5,189,472 |   |
| Capital contributions payable (note C)                                                                                                                                                                             |   | —       |      | — |   |
|                                                                                                                                                                                                               |   |         |      |   |   |
|                                                                                                                                                                                                               |   | 5,758,079    |      | 5,189,472 |   |
| PARTNERS’ CAPITAL (note A)                                                                                                                                                                                    |   |         |      |   |   |
| Assignor limited partner                                                                                                                                                                                           |   |         |      |   |   |
| Units of limited partnership interest consisting of 20,000,000  authorized beneficial assignee certificates (BAC), $10 stated value,  4,178,029 issued and outstanding to the assignees at March 31, 2002 and 2001 |   | —       |      | — |   |
| Assignees                                                                                                                                                                                                          |   |         |      |   |   |
| Units of beneficial interest of the limited partnership interest of  the assignor limited partner, 4,178,029 issued and outstanding at March 31,  2002 and 2001                                                    |   | 33,828       |      | 1,867,649 |   |
| General partner                                                                                                                                                                                                    |   | (363,638     | )         | (345,115 | ) |
|                                                                                                                                                                                                               |   |         |      |   |   |
|                                                                                                                                                                                                               |   | (329,810     | )    | 1,522,534 |   |
|                                                                                                                                                                                                               |   |         |      |   |   |
|                                                                                                                                                                                                               |   | $            | 5,428,269 |   | $ | 6,712,006 |   |

 

F-7

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|                                                                                                                                                                                                               |   | **Series 10** |      |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|---------------|-----------|
|                                                                                                                                                                                                               |   | **2002**      |      | **2001** |   |
| ASSETS                                                                                                                                                                                                             |   |          |      |   |   |
|                                                                                                                                                                                                               |   |          |      |   |   |
| INVESTMENTS IN OPERATING LIMITED PARTNERSHIPS (notes A and C)                                                                                                                                                      |   | $             | 5,996,854 |   | $ | 6,416,705 |   |
|                                                                                                                                                                                                               |   |          |      |   |   |
| OTHER ASSETS                                                                                                                                                                                                       |   |          |      |   |   |
| Cash and cash equivalents (notes A and E)                                                                                                                                                                          |   | 47,305        |      | 49,745 |   |
| Investments held to maturity (notes A and G)                                                                                                                                                                       |   | 99,621        |      | 94,086 |   |
| Notes receivable (note F)                                                                                                                                                                                          |   | —        |      | — |   |
| Deferred acquisition costs, net of accumulated amortization (notes A  and C)                                                                                                                                       |   | 70,549        |      | 73,990 |   |
| Other                                                                                                                                                                                                              |   | 41,769        |      | 42,843 |   |
|                                                                                                                                                                                                               |   |          |      |   |   |
|                                                                                                                                                                                                               |   | $             | 6,256,098 |   | $ | 6,677,369 |   |
|                                                                                                                                                                                                               |   |          |      |   |   |
| LIABILITIES AND PARTNERS’  CAPITAL                                                                                                                                                                            |   |          |      |   |   |
|                                                                                                                                                                                                               |   |          |      |   |   |
| LIABILITIES                                                                                                                                                                                                        |   |          |      |   |   |
| Accounts payable - trade                                                                                                                                                                                           |   | $             | —    |   | $ | — |   |
| Accounts payable - affiliates (note B)                                                                                                                                                                             |   | 3,761,520     |      | 3,406,008 |   |
| Capital contributions payable (note C)                                                                                                                                                                             |   | —        |      | — |   |
|                                                                                                                                                                                                               |   |          |      |   |   |
|                                                                                                                                                                                                               |   | 3,761,520     |      | 3,406,008 |   |
| PARTNERS’ CAPITAL (note A)                                                                                                                                                                                    |   |          |      |   |   |
| Assignor limited partner                                                                                                                                                                                           |   |          |      |   |   |
| Units of limited partnership interest consisting of 20,000,000  authorized beneficial assignee certificates (BAC), $10 stated value, 2,428,925  issued and outstanding to the assignees at March 31, 2002 and 2001 |   | —        |      | — |   |
| Assignees                                                                                                                                                                                                          |   |          |      |   |   |
| Units of beneficial interest of the limited partnership interest of  the assignor limited partner, 2,428,925 issued and outstanding at March 31,  2002 and 2001                                                    |   | 2,680,445     |      | 3,449,460 |   |
| General partner                                                                                                                                                                                                    |   | (185,867      | )         | (178,099 | ) |
|                                                                                                                                                                                                               |   |          |      |   |   |
|                                                                                                                                                                                                               |   | 2,494,578     |      | 3,271,361 |   |
|                                                                                                                                                                                                               |   |          |      |   |   |
|                                                                                                                                                                                                               |   | $             | 6,256,098 |   | $ | 6,677,369 |   |

 

F-8

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|                                                                                                                                                                                                               |   | **Series 11** |      |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|---------------|-----------|
|                                                                                                                                                                                                               |   | **2002**      |      | **2001** |   |
| ASSETS                                                                                                                                                                                                             |   |          |      |   |   |
|                                                                                                                                                                                                               |   |          |      |   |   |
|                                                                                                                                                                                                               |   |          |      |   |   |
| INVESTMENTS IN OPERATING LIMITED PARTNERSHIPS (notes A and C)                                                                                                                                                      |   | $             | 6,453,652 |   | $ | 7,209,128 |   |
|                                                                                                                                                                                                               |   |          |      |   |   |
| OTHER ASSETS                                                                                                                                                                                                       |   |          |      |   |   |
| Cash and cash equivalents (notes A and E)                                                                                                                                                                          |   | 262,105       |      | 299,326 |   |
| Investments held to maturity (notes A and G)                                                                                                                                                                       |   | 157,136       |      | 148,285 |   |
| Notes receivable (note F)                                                                                                                                                                                          |   | —        |      | — |   |
| Deferred acquisition costs, net of accumulated amortization (notes A  and C)                                                                                                                                       |   | 35,759        |      | 37,503 |   |
| Other                                                                                                                                                                                                              |   | 99,944        |      | 81,359 |   |
|                                                                                                                                                                                                               |   |          |      |   |   |
|                                                                                                                                                                                                               |   | $             | 7,008,596 |   | $ | 7,775,601 |   |
|                                                                                                                                                                                                               |   |          |      |   |   |
| LIABILITIES AND PARTNERS’  CAPITAL                                                                                                                                                                            |   |          |      |   |   |
|                                                                                                                                                                                                               |   |          |      |   |   |
| LIABILITIES                                                                                                                                                                                                        |   |          |      |   |   |
| Accounts payable - trade                                                                                                                                                                                           |   | $             | —    |   | $ | — |   |
| Accounts payable - affiliates (note B)                                                                                                                                                                             |   | 2,928,874     |      | 2,603,194 |   |
| Capital contributions payable (note C)                                                                                                                                                                             |   | 22,528        |      | 22,528 |   |
|                                                                                                                                                                                                               |   |          |      |   |   |
|                                                                                                                                                                                                               |   | 2,951,402     |      | 2,625,722 |   |
| PARTNERS’ CAPITAL (note A)                                                                                                                                                                                    |   |          |      |   |   |
| Assignor limited partner                                                                                                                                                                                           |   |          |      |   |   |
| Units of limited partnership interest consisting of 20,000,000  authorized beneficial assignee certificates (BAC), $10 stated value,  2,489,599 issued and outstanding to the assignees at March 31, 2002 and 2001 |   | —        |      | — |   |
| Assignees                                                                                                                                                                                                          |   |          |      |   |   |
| Units of beneficial interest of the limited partnership interest of  the assignor limited partner, 2,489,599 issued and outstanding at March 31,  2002 and 2001                                                    |   | 4,231,307     |      | 5,313,065 |   |
| General partner                                                                                                                                                                                                    |   | (174,113      | )         | (163,186 | ) |
|                                                                                                                                                                                                               |   |          |      |   |   |
|                                                                                                                                                                                                               |   | 4,057,194     |      | 5,149,879 |   |
|                                                                                                                                                                                                               |   |          |      |   |   |
|                                                                                                                                                                                                               |   | $             | 7,008,596 |   | $ | 7,775,601 |   |

 

F-9

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|                                                                                                                                                                                                               |   | **Series 12** |      |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|---------------|-----------|
|                                                                                                                                                                                                               |   | **2002**      |      | **2001** |   |
| ASSETS                                                                                                                                                                                                             |   |          |      |   |   |
|                                                                                                                                                                                                               |   |          |      |   |   |
| INVESTMENTS IN OPERATING LIMITED PARTNERSHIPS (notes A and C)                                                                                                                                                      |   | $             | 6,265,977 |   | $ | 7,243,683 |   |
|                                                                                                                                                                                                               |   |          |      |   |   |
| OTHER ASSETS                                                                                                                                                                                                       |   |          |      |   |   |
| Cash and cash equivalents (notes A and E)                                                                                                                                                                          |   | 48,058        |      | 61,416 |   |
| Investments held to maturity (notes A and G)                                                                                                                                                                       |   | —        |      | — |   |
| Notes receivable (note F)                                                                                                                                                                                          |   | —        |      | — |   |
| Deferred acquisition costs, net of accumulated amortization (notes A and  C)                                                                                                                                       |   | 272,994       |      | 286,311 |   |
| Other                                                                                                                                                                                                              |   | 116,367       |      | 116,367 |   |
|                                                                                                                                                                                                               |   |          |      |   |   |
|                                                                                                                                                                                                               |   | $             | 6,703,396 |   | $ | 7,707,777 |   |
|                                                                                                                                                                                                               |   |          |      |   |   |
| LIABILITIES AND PARTNERS’  CAPITAL                                                                                                                                                                            |   |          |      |   |   |
|                                                                                                                                                                                                               |   |          |      |   |   |
| LIABILITIES                                                                                                                                                                                                        |   |          |      |   |   |
| Accounts payable - trade                                                                                                                                                                                           |   | $             | —    |   | $ | — |   |
| Accounts payable - affiliates (note B)                                                                                                                                                                             |   | 3,655,860     |      | 3,260,414 |   |
| Capital contributions payable (note C)                                                                                                                                                                             |   | 11,405        |      | 11,405 |   |
|                                                                                                                                                                                                               |   |          |      |   |   |
|                                                                                                                                                                                                               |   | 3,667,265     |      | 3,271,819 |   |
| PARTNERS’ CAPITAL (note A)                                                                                                                                                                                    |   |          |      |   |   |
| Assignor limited partner                                                                                                                                                                                           |   |          |      |   |   |
| Units of limited partnership interest consisting of 20,000,000 authorized  beneficial assignee certificates (BAC), $10 stated value, 2,972,795 issued  and outstanding to the assignees at March 31, 2002 and 2001 |   | —        |      | — |   |
| Assignees                                                                                                                                                                                                          |   |          |      |   |   |
| Units of beneficial interest of the limited partnership interest of  the assignor limited partner, 2,972,795 issued and outstanding at March 31,  2002 and 2001                                                    |   | 3,263,029     |      | 4,648,858 |   |
| General partner                                                                                                                                                                                                    |   | (226,898      | )         | (212,900 | ) |
|                                                                                                                                                                                                               |   |          |      |   |   |
|                                                                                                                                                                                                               |   | 3,036,131     |      | 4,435,958 |   |
|                                                                                                                                                                                                               |   |          |      |   |   |
|                                                                                                                                                                                                               |   | $             | 6,703,396 |   | $ | 7,707,777 |   |

 

F-10

----

 
|                                                                                                                                                                                                               |   | **Series 14** |       |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|---------------|------------|
|                                                                                                                                                                                                               |   | **2002**      |       | **2001** |   |
| ASSETS                                                                                                                                                                                                             |   |          |       |   |   |
|                                                                                                                                                                                                               |   |          |       |   |   |
| INVESTMENTS IN OPERATING LIMITED PARTNERSHIPS (notes A and C)                                                                                                                                                      |   | $             | 10,611,855 |   | $ | 12,834,493 |   |
|                                                                                                                                                                                                               |   |          |       |   |   |
| OTHER ASSETS                                                                                                                                                                                                       |   |          |       |   |   |
| Cash and cash equivalents (notes A and E)                                                                                                                                                                          |   | 551,677       |       | 240,221 |   |
| Investments held to maturity (notes A and G)                                                                                                                                                                       |   | 56,847        |       | 307,436 |   |
| Notes receivable (note F)                                                                                                                                                                                          |   | 543,584       |       | 543,584 |   |
| Deferred acquisition costs, net of accumulated amortization (notes A  and C)                                                                                                                                       |   | 598,381       |       | 627,570 |   |
| Other                                                                                                                                                                                                              |   | 464,025       |       | 465,853 |   |
|                                                                                                                                                                                                               |   |          |       |   |   |
|                                                                                                                                                                                                               |   | $             | 12,826,369 |   | $ | 15,019,157 |   |
|                                                                                                                                                                                                               |   |          |       |   |   |
| LIABILITIES AND PARTNERS’  CAPITAL                                                                                                                                                                            |   |          |       |   |   |
|                                                                                                                                                                                                               |   |          |       |   |   |
| LIABILITIES                                                                                                                                                                                                        |   |          |       |   |   |
| Accounts payable - trade                                                                                                                                                                                           |   | $             | 3,224      |   | $ | 1,380 |   |
| Accounts payable - affiliates (note B)                                                                                                                                                                             |   | 7,085,874     |       | 6,329,334 |   |
| Capital contributions payable (note C)                                                                                                                                                                             |   | 225,871       |       | 227,170 |   |
|                                                                                                                                                                                                               |   |          |       |   |   |
|                                                                                                                                                                                                               |   | 7,314,969     |       | 6,557,884 |   |
| PARTNERS’ CAPITAL (note A)                                                                                                                                                                                    |   |          |       |   |   |
| Assignor limited partner                                                                                                                                                                                           |   |          |       |   |   |
| Units of limited partnership interest consisting of 20,000,000  authorized beneficial assignee certificates (BAC), $10 stated value,  5,574,290 issued and outstanding to the assignees at March 31, 2002 and 2001 |   | —        |       | — |   |
| Assignees                                                                                                                                                                                                          |   |          |       |   |   |
| Units of beneficial interest of the limited partnership interest of  the assignor limited partner, 5,574,290 issued and outstanding at March 31,  2002 and 2001                                                    |   | 5,939,977     |       | 8,860,351 |   |
| General partner                                                                                                                                                                                                    |   | (428,577      | )          | (399,078 | ) |
|                                                                                                                                                                                                               |   |          |       |   |   |
|                                                                                                                                                                                                               |   | 5,511,400     |       | 8,461,273 |   |
|                                                                                                                                                                                                               |   |          |       |   |   |
|                                                                                                                                                                                                               |   | $             | 12,826,369 |   | $ | 15,019,157 |   |

 

See notes to financial statements

 

F-11

----

 

Boston Capital Tax Credit Fund II Limited Partnership

Series 7, 9 through 12, and 14

 

STATEMENTS OFOPERATIONS

 

Years ended March 31, 2002, 2001 and 2000

 
|                                                          |   | **Total**  |       |
|---------------------------------------------------------------|--------|------------|------------|
|                                                          |   | **2002**   |       | **2001** |   | **2000** |   |
| Income                                                        |   |       |       |   |   |   |   |
| Interest income                                               |   | $          | 46,893     |   | $ | 51,891 |   | $ | 53,779 |   |
| Miscellaneous income                                          |   | 6,256      |       | 9,288 |   | 38,750 |   |
|                                                          |   |       |       |   |   |   |   |
|                                                          |   | 53,149     |       | 61,179 |   | 92,529 |   |
|                                                          |   |       |       |   |   |   |   |
| Share of losses from operating limited  partnerships (note A) |   | (5,815,333 | )          | (5,981,076 | ) | (5,998,233 | )* |
|                                                          |   |       |       |   |   |   |   |
| Expenses                                                      |   |       |       |   |   |   |   |
| Professional fees                                             |   | 197,404    |       | 175,053 |   | 231,351 |   |
| Partnership management fee (note B)                           |   | 2,258,377  |       | 2,283,282 |   | 2,280,617 |   |
| Amortization (note A)                                         |   | 48,561     |       | 48,561 |   | 48,561 |   |
| Impairment loss (note A)                                      |   | —     |       | 210,731 |   | — |   |
| General and administrative expenses (note  B)                 |   | 135,444    |       | 117,231 |   | 141,353 |   |
|                                                          |   |       |       |   |   |   |   |
|                                                          |   | 2,639,786  |       | 2,834,858 |   | 2,701,882 |   |
|                                                          |   |       |       |   |   |   |   |
| NET LOSS (note A)                                             |   | $          | (8,401,970 | ) | $ | (8,754,755 | ) | $ | (8,607,586 | ) |
|                                                          |   |       |       |   |   |   |   |
| Net loss allocated to general partner                         |   | $          | (84,020    | ) | $ | (87,549 | ) | $ | (86,075 | ) |
|                                                          |   |       |       |   |   |   |   |
| Net loss allocated to assignees                               |   | $          | (8,317,950 | ) | $ | (8,667,206 | ) | $ | (8,521,511 | ) |
|                                                          |   |       |       |   |   |   |   |
| Net loss per BAC                                              |   | $          | (0.45      | ) | $ | (0.46 | ) | $ | (0.46 | ) |

 

----

*  Includes loss on disposal of operating limited partnership(Series 10) of $235,446.

 

F-12

----

 
|                                                          |   | **Series 7** |     |
|---------------------------------------------------------------|--------|--------------|----------|
|                                                          |   | **2002**     |     | **2001** |   | **2000** |   |
| Income                                                        |   |         |     |   |   |   |   |
| Interest income                                               |   | $            | 64       |   | $ | 98 |   | $ | 185 |   |
| Miscellaneous income                                          |   | —       |     | — |   | — |   |
|                                                          |   |         |     |   |   |   |   |
| Total income                                                  |   | 64           |     | 98 |   | 185 |   |
|                                                          |   |         |     |   |   |   |   |
| Share of losses from operating limited  partnerships (note A) |   | (214,307     | )        | (226,977 | ) | (269,128 | ) |
|                                                          |   |         |     |   |   |   |   |
| Expenses                                                      |   |         |     |   |   |   |   |
| Professional fees                                             |   | 11,698       |     | 12,413 |   | 11,844 |   |
| Partnership management fee (note B)                           |   | 94,584       |     | 107,283 |   | 108,654 |   |
| Amortization (note A)                                         |   | —       |     | — |   | — |   |
| Impairment loss (note A)                                      |   | —       |     | — |   | — |   |
| General and administrative expenses (note  B)                 |   | 9,933        |     | 6,695 |   | 7,193 |   |
|                                                          |   |         |     |   |   |   |   |
|                                                          |   | 116,215      |     | 126,391 |   | 127,691 |   |
|                                                          |   |         |     |   |   |   |   |
| NET LOSS (note A)                                             |   | $            | (330,458 | ) | $ | (353,270 | ) | $ | (396,634 | ) |
|                                                          |   |         |     |   |   |   |   |
| Net loss allocated to general partner                         |   | $            | (3,305   | ) | $ | (3,533 | ) | $ | (3,966 | ) |
|                                                          |   |         |     |   |   |   |   |
| Net loss allocated to assignees                               |   | $            | (327,153 | ) | $ | (349,737 | ) | $ | (392,668 | ) |
|                                                          |   |         |     |   |   |   |   |
| Net loss per BAC                                              |   | $            | (0.32    | ) | $ | (0.34 | ) | $ | (0.38 | ) |

 

F-13

----

 
|                                                          |   | **Series 9** |       |
|---------------------------------------------------------------|--------|--------------|------------|
|                                                          |   | **2002**     |       | **2001** |   | **2000** |   |
| Income                                                        |   |         |       |   |   |   |   |
| Interest income                                               |   | $            | 11,112     |   | $ | 10,812 |   | $ | 11,565 |   |
| Miscellaneous income                                          |   | —       |       | 2,418 |   | 10,027 |   |
|                                                          |   |         |       |   |   |   |   |
| Total income                                                  |   | 11,112       |       | 13,230 |   | 21,592 |   |
|                                                          |   |         |       |   |   |   |   |
| Share of losses from operating limited  partnerships (note A) |   | (1,269,639   | )          | (1,296,953 | ) | (1,587,512 | ) |
|                                                          |   |         |       |   |   |   |   |
| Expenses                                                      |   |         |       |   |   |   |   |
| Professional fees                                             |   | 33,888       |       | 26,438 |   | 39,228 |   |
| Partnership management fee (note B)                           |   | 534,108      |       | 536,992 |   | 539,698 |   |
| Amortization (note A)                                         |   | 870          |       | 870 |   | 870 |   |
| Impairment loss (note A)                                      |   | —       |       | 50,000 |   | — |   |
| General and administrative expenses (note  B)                 |   | 24,951       |       | 22,130 |   | 28,663 |   |
|                                                          |   |         |       |   |   |   |   |
|                                                          |   | 593,817      |       | 636,430 |   | 608,459 |   |
|                                                          |   |         |       |   |   |   |   |
| NET LOSS (note A)                                             |   | $            | (1,852,344 | ) | $ | (1,920,153 | ) | $ | (2,174,379 | ) |
|                                                          |   |         |       |   |   |   |   |
| Net loss allocated to general partner                         |   | $            | (18,523    | ) | $ | (19,202 | ) | $ | (21,744 | ) |
|                                                          |   |         |       |   |   |   |   |
| Net loss allocated to assignees                               |   | $            | (1,833,821 | ) | $ | (1,900,951 | ) | $ | (2,152,635 | ) |
|                                                          |   |         |       |   |   |   |   |
| Net loss per BAC                                              |   | $            | (0.44      | ) | $ | (0.45 | ) | $ | (0.52 | ) |

 

F-14

----

 
|                                                          |   | **Series 10** |     |
|---------------------------------------------------------------|--------|---------------|----------|
|                                                          |   | **2002**      |     | **2001** |   | **2000** |   |
| Income                                                        |   |          |     |   |   |   |   |
| Interest income                                               |   | $             | 4,938    |   | $ | 5,606 |   | $ | 4,891 |   |
| Miscellaneous income                                          |   | 150           |     | — |   | 8,550 |   |
|                                                          |   |          |     |   |   |   |   |
| Total income                                                  |   | 5,088         |     | 5,606 |   | 13,441 |   |
|                                                          |   |          |     |   |   |   |   |
| Share of losses from operating limited  partnerships (note A) |   | (399,663      | )        | (446,106 | ) | (407,144 | )* |
|                                                          |   |          |     |   |   |   |   |
| Expenses                                                      |   |          |     |   |   |   |   |
| Professional fees                                             |   | 27,042        |     | 21,624 |   | 33,952 |   |
| Partnership management fee (note B)                           |   | 331,705       |     | 322,229 |   | 323,517 |   |
| Amortization (note A)                                         |   | 3,441         |     | 3,441 |   | 3,441 |   |
| Impairment loss (note A)                                      |   | —        |     | — |   | — |   |
| General and administrative expenses (note  B)                 |   | 20,020        |     | 16,917 |   | 21,608 |   |
|                                                          |   |          |     |   |   |   |   |
|                                                          |   | 382,208       |     | 364,211 |   | 382,518 |   |
|                                                          |   |          |     |   |   |   |   |
| NET LOSS (note A)                                             |   | $             | (776,783 | ) | $ | (804,711 | ) | $ | (776,221 | ) |
|                                                          |   |          |     |   |   |   |   |
| Net loss allocated to general partner                         |   | $             | (7,768   | ) | $ | (8,047 | ) | $ | (7,762 | ) |
|                                                          |   |          |     |   |   |   |   |
| Net loss allocated to assignees                               |   | $             | (769,015 | ) | $ | (796,664 | ) | $ | (768,459 | ) |
|                                                          |   |          |     |   |   |   |   |
| Net loss per BAC                                              |   | $             | (0.32    | ) | $ | (0.33 | ) | $ | (0.32 | ) |

 

----

*  Includes loss on disposal of operating limited partnership(Series 10) of $235,446.

 

F-15

----

 
|                                                          |   | **Series 11** |       |
|---------------------------------------------------------------|--------|---------------|------------|
|                                                          |   | **2002**      |       | **2001** |   | **2000** |   |
| Income                                                        |   |          |       |   |   |   |   |
| Interest income                                               |   | $             | 11,656     |   | $ | 12,343 |   | $ | 11,638 |   |
| Miscellaneous income                                          |   | 2,038         |       | — |   | 7,453 |   |
|                                                          |   |          |       |   |   |   |   |
| Total income                                                  |   | 13,694        |       | 12,343 |   | 19,091 |   |
|                                                          |   |          |       |   |   |   |   |
| Share of losses from operating limited  partnerships (note A) |   | (753,314      | )          | (662,007 | ) | (637,934 | ) |
|                                                          |   |          |       |   |   |   |   |
| Expenses                                                      |   |          |       |   |   |   |   |
| Professional fees                                             |   | 26,466        |       | 21,158 |   | 32,595 |   |
| Partnership management fee (note B)                           |   | 306,500       |       | 296,881 |   | 290,784 |   |
| Amortization (note A)                                         |   | 1,744         |       | 1,744 |   | 1,744 |   |
| Impairment loss (note A)                                      |   | —        |       | 160,731 |   | — |   |
| General and administrative expenses (note  B)                 |   | 18,355        |       | 14,921 |   | 18,237 |   |
|                                                          |   |          |       |   |   |   |   |
|                                                          |   | 353,065       |       | 495,435 |   | 343,360 |   |
|                                                          |   |          |       |   |   |   |   |
| NET LOSS (note A)                                             |   | $             | (1,092,685 | ) | $ | (1,145,099 | ) | $ | (962,203 | ) |
|                                                          |   |          |       |   |   |   |   |
| Net loss allocated to general partner                         |   | $             | (10,927    | ) | $ | (11,451 | ) | $ | (9,622 | ) |
|                                                          |   |          |       |   |   |   |   |
| Net loss allocated to assignees                               |   | $             | (1,081,758 | ) | $ | (1,133,648 | ) | $ | (952,581 | ) |
|                                                          |   |          |       |   |   |   |   |
| Net loss per BAC                                              |   | $             | (0.43      | ) | $ | (0.46 | ) | $ | (0.38 | ) |

 

F-16

----

 
|                                                          |   | **Series 12** |       |
|---------------------------------------------------------------|--------|---------------|------------|
|                                                          |   | **2002**      |       | **2001** |   | **2000** |   |
| Income                                                        |   |          |       |   |   |   |   |
| Interest income                                               |   | $             | 799        |   | $ | 1,300 |   | $ | 1,465 |   |
| Miscellaneous income                                          |   | 1,050         |       | 2,736 |   | 2,886 |   |
|                                                          |   |          |       |   |   |   |   |
| Total income                                                  |   | 1,849         |       | 4,036 |   | 4,351 |   |
|                                                          |   |          |       |   |   |   |   |
| Share of losses from operating limited  partnerships (note A) |   | (969,561      | )          | (1,036,150 | ) | (998,028 | ) |
|                                                          |   |          |       |   |   |   |   |
| Expenses                                                      |   |          |       |   |   |   |   |
| Professional fees                                             |   | 34,794        |       | 37,775 |   | 35,899 |   |
| Partnership management fee (note B)                           |   | 361,681       |       | 352,368 |   | 362,250 |   |
| Amortization (note A)                                         |   | 13,317        |       | 13,317 |   | 13,317 |   |
| Impairment loss (note A)                                      |   | —        |       | — |   | — |   |
| General and administrative expenses (note  B)                 |   | 22,323        |       | 19,384 |   | 21,685 |   |
|                                                          |   |          |       |   |   |   |   |
|                                                          |   | 432,115       |       | 422,844 |   | 433,151 |   |
|                                                          |   |          |       |   |   |   |   |
| NET LOSS (note A)                                             |   | $             | (1,399,827 | ) | $ | (1,454,958 | ) | $ | (1,426,828 | ) |
|                                                          |   |          |       |   |   |   |   |
| Net loss allocated to general partner                         |   | $             | (13,998    | ) | $ | (14,550 | ) | $ | (14,268 | ) |
|                                                          |   |          |       |   |   |   |   |
| Net loss allocated to assignees                               |   | $             | (1,385,829 | ) | $ | (1,440,408 | ) | $ | (1,412,560 | ) |
|                                                          |   |          |       |   |   |   |   |
| Net loss per BAC                                              |   | $             | (0.47      | ) | $ | (0.48 | ) | $ | (0.48 | ) |

 

F-17

----

 
|                                                          |   | **Series 14** |       |
|---------------------------------------------------------------|--------|---------------|------------|
|                                                          |   | **2002**      |       | **2001** |   | **2000** |   |
| Income                                                        |   |          |       |   |   |   |   |
| Interest income                                               |   | $             | 18,324     |   | $ | 21,732 |   | $ | 24,035 |   |
| Miscellaneous income                                          |   | 3,018         |       | 4,134 |   | 9,834 |   |
|                                                          |   |          |       |   |   |   |   |
| Total income                                                  |   | 21,342        |       | 25,866 |   | 33,869 |   |
|                                                          |   |          |       |   |   |   |   |
| Share of losses from operating limited  partnerships (note A) |   | (2,208,849    | )          | (2,312,883 | ) | (2,098,487 | ) |
|                                                          |   |          |       |   |   |   |   |
| Expenses                                                      |   |          |       |   |   |   |   |
| Professional fees                                             |   | 63,516        |       | 55,645 |   | 77,833 |   |
| Partnership management fee (note B)                           |   | 629,799       |       | 667,529 |   | 655,714 |   |
| Amortization (note A)                                         |   | 29,189        |       | 29,189 |   | 29,189 |   |
| Impairment loss (note A)                                      |   | —        |       | — |   | — |   |
| General and administrative expenses (note  B)                 |   | 39,862        |       | 37,184 |   | 43,967 |   |
|                                                          |   |          |       |   |   |   |   |
|                                                          |   | 762,366       |       | 789,547 |   | 806,703 |   |
|                                                          |   |          |       |   |   |   |   |
| NET LOSS (note A)                                             |   | $             | (2,949,873 | ) | $ | (3,076,564 | ) | $ | (2,871,321 | ) |
|                                                          |   |          |       |   |   |   |   |
| Net loss allocated to general partner                         |   | $             | (29,499    | ) | $ | (30,766 | ) | $ | (28,713 | ) |
|                                                          |   |          |       |   |   |   |   |
| Net loss allocated to assignees                               |   | $             | (2,920,374 | ) | $ | (3,045,798 | ) | $ | (2,842,608 | ) |
|                                                          |   |          |       |   |   |   |   |
| Net loss per BAC                                              |   | $             | (0.52      | ) | $ | (0.55 | ) | $ | (0.51 | ) |

 

See notes to financial statements

 

F-18

----

 

Boston Capital Tax Credit Fund II Limited Partnership

Series 7, 9 through 12, and 14

 

STATEMENTS OF CHANGES IN PARTNERS’ CAPITAL

 

Years ended March 31, 2002, 2001 and 2000

 
| **Total**                                        |   | **Assignees** |       | **General  partner** |   | **Total**  |   |
|--------------------------------------------------|--------|---------------|------------|----------------------|--------|------------|--------|
|                                             |   |          |       |                 |   |       |   |
| Partners’ capital (deficit), March 31, 1999 |   | $             | 40,684,097 |                 | $      | (1,222,094 | )      | $ | 39,462,003 |   |
|                                             |   |          |       |                 |   |       |   |
| Net loss                                         |   | (8,521,511    | )          | (86,075              | )      | (8,607,586 | )      |
|                                             |   |          |       |                 |   |       |   |
| Partners’ capital (deficit), March 31, 2000 |   | 32,162,586    |       | (1,308,169           | )      | 30,854,417 |   |
|                                             |   |          |       |                 |   |       |   |
| Net loss                                         |   | (8,667,206    | )          | (87,549              | )      | (8,754,755 | )      |
|                                             |   |          |       |                 |   |       |   |
| Partners’ capital (deficit), March 31, 2001 |   | 23,495,380    |       | (1,395,718           | )      | 22,099,662 |   |
|                                             |   |          |       |                 |   |       |   |
| Net loss                                         |   | (8,317,950    | )          | (84,020              | )      | (8,401,970 | )      |
|                                             |   |          |       |                 |   |       |   |
| Partners’ capital (deficit), March 31, 2002 |   | $             | 15,177,430 |                 | $      | (1,479,738 | )      | $ | 13,697,692 |   |

 

F-19

----

 
| **Series 7**                                     |   | **Assignees** |     | **General  partner** |   | **Total** |   |
|--------------------------------------------------|--------|---------------|----------|----------------------|--------|-----------|--------|
|                                             |   |          |     |                 |   |      |   |
| Partners’ capital (deficit), March 31, 1999 |   | $             | 98,402   |                 | $      | (89,841   | )      | $ | 8,561 |   |
|                                             |   |          |     |                 |   |      |   |
| Net loss                                         |   | (392,668      | )        | (3,966               | )      | (396,634  | )      |
|                                             |   |          |     |                 |   |      |   |
| Partners’ capital (deficit), March 31, 2000 |   | (294,266      | )        | (93,807              | )      | (388,073  | )      |
|                                             |   |          |     |                 |   |      |   |
| Net loss                                         |   | (349,737      | )        | (3,533               | )      | (353,270  | )      |
|                                             |   |          |     |                 |   |      |   |
| Partners’ capital (deficit), March 31, 2001 |   | (644,003      | )        | (97,340              | )      | (741,343  | )      |
|                                             |   |          |     |                 |   |      |   |
| Net loss                                         |   | (327,153      | )        | (3,305               | )      | (330,458  | )      |
|                                             |   |          |     |                 |   |      |   |
| Partners’ capital (deficit), March 31, 2002 |   | $             | (971,156 | )                    | $      | (100,645  | )      | $ | (1,071,801 | ) |

 
| **Series 9**                                     |   | **Assignees** |      | **General  partner** |   | **Total**  |   |
|--------------------------------------------------|--------|---------------|-----------|----------------------|--------|------------|--------|
|                                             |   |          |      |                 |   |       |   |
| Partners’ capital (deficit), March 31, 1999 |   | $             | 5,921,235 |                 | $      | (304,169   | )      | $ | 5,617,066 |   |
|                                             |   |          |      |                 |   |       |   |
| Net loss                                         |   | (2,152,635    | )         | (21,744              | )      | (2,174,379 | )      |
|                                             |   |          |      |                 |   |       |   |
| Partners’ capital (deficit), March 31, 2000 |   | 3,768,600     |      | (325,913             | )      | 3,442,687  |   |
|                                             |   |          |      |                 |   |       |   |
| Net loss                                         |   | (1,900,951    | )         | (19,202              | )      | (1,920,153 | )      |
|                                             |   |          |      |                 |   |       |   |
| Partners’ capital (deficit), March 31, 2001 |   | 1,867,649     |      | (345,115             | )      | 1,522,534  |   |
|                                             |   |          |      |                 |   |       |   |
| Net loss                                         |   | (1,833,821    | )         | (18,523              | )      | (1,852,344 | )      |
|                                             |   |          |      |                 |   |       |   |
| Partners’ capital (deficit), March 31, 2002 |   | $             | 33,828    |                 | $      | (363,638   | )      | $ | (329,810 | ) |

 

F-20

----

 
| **Series 10**                                    |   | **Assignees** |      | **General  partner** |   | **Total** |   |
|--------------------------------------------------|--------|---------------|-----------|----------------------|--------|-----------|--------|
|                                             |   |          |      |                 |   |      |   |
| Partners’ capital (deficit), March 31, 1999 |   | $             | 5,014,583 |                 | $      | (162,290  | )      | $ | 4,852,293 |   |
|                                             |   |          |      |                 |   |      |   |
| Net loss                                         |   | (768,459      | )         | (7,762               | )      | (776,221  | )      |
|                                             |   |          |      |                 |   |      |   |
| Partners’ capital (deficit), March 31, 2000 |   | 4,246,124     |      | (170,052             | )      | 4,076,072 |   |
|                                             |   |          |      |                 |   |      |   |
| Net loss                                         |   | (796,664      | )         | (8,047               | )      | (804,711  | )      |
|                                             |   |          |      |                 |   |      |   |
| Partners’ capital (deficit), March 31, 2001 |   | 3,449,460     |      | (178,099             | )      | 3,271,361 |   |
|                                             |   |          |      |                 |   |      |   |
| Net loss                                         |   | (769,015      | )         | (7,768               | )      | (776,783  | )      |
|                                             |   |          |      |                 |   |      |   |
| Partners’ capital (deficit), March 31, 2002 |   | $             | 2,680,445 |                 | $      | (185,867  | )      | $ | 2,494,578 |   |

 
| **Series 11**                                    |   | **Assignees** |      | **General  partner** |   | **Total**  |   |
|--------------------------------------------------|--------|---------------|-----------|----------------------|--------|------------|--------|
|                                             |   |          |      |                 |   |       |   |
| Partners’ capital (deficit), March 31, 1999 |   | $             | 7,399,294 |                 | $      | (142,113   | )      | $ | 7,257,181 |   |
|                                             |   |          |      |                 |   |       |   |
| Net loss                                         |   | (952,581      | )         | (9,622               | )      | (962,203   | )      |
|                                             |   |          |      |                 |   |       |   |
| Partners’ capital (deficit), March 31, 2000 |   | 6,446,713     |      | (151,735             | )      | 6,294,978  |   |
|                                             |   |          |      |                 |   |       |   |
| Net loss                                         |   | (1,133,648    | )         | (11,451              | )      | (1,145,099 | )      |
|                                             |   |          |      |                 |   |       |   |
| Partners’ capital (deficit), March 31, 2001 |   | 5,313,065     |      | (163,186             | )      | 5,149,879  |   |
|                                             |   |          |      |                 |   |       |   |
| Net loss                                         |   | (1,081,758    | )         | (10,927              | )      | (1,092,685 | )      |
|                                             |   |          |      |                 |   |       |   |
| Partners’ capital (deficit), March 31, 2002 |   | $             | 4,231,307 |                 | $      | (174,113   | )      | $ | 4,057,194 |   |

 

F-21

----

 
| **Series 12**                                    |   | **Assignees** |      | **General  partner** |   | **Total**  |   |
|--------------------------------------------------|--------|---------------|-----------|----------------------|--------|------------|--------|
|                                             |   |          |      |                 |   |       |   |
| Partners’ capital (deficit), March 31, 1999 |   | $             | 7,501,826 |                 | $      | (184,082   | )      | $ | 7,317,744 |   |
|                                             |   |          |      |                 |   |       |   |
| Net loss                                         |   | (1,412,560    | )         | (14,268              | )      | (1,426,828 | )      |
|                                             |   |          |      |                 |   |       |   |
| Partners’ capital (deficit), March 31, 2000 |   | 6,089,266     |      | (198,350             | )      | 5,890,916  |   |
|                                             |   |          |      |                 |   |       |   |
| Net loss                                         |   | (1,440,408    | )         | (14,550              | )      | (1,454,958 | )      |
|                                             |   |          |      |                 |   |       |   |
| Partners’ capital (deficit), March 31, 2001 |   | 4,648,858     |      | (212,900             | )      | 4,435,958  |   |
|                                             |   |          |      |                 |   |       |   |
| Net loss                                         |   | (1,385,829    | )         | (13,998              | )      | (1,399,827 | )      |
|                                             |   |          |      |                 |   |       |   |
| Partners’ capital (deficit), March 31, 2002 |   | $             | 3,263,029 |                 | $      | (226,898   | )      | $ | 3,036,131 |   |

 
| **Series 14**                                    |   | **Assignees** |       | **General  partner** |   | **Total**  |   |
|--------------------------------------------------|--------|---------------|------------|----------------------|--------|------------|--------|
|                                             |   |          |       |                 |   |       |   |
| Partners’ capital (deficit), March 31, 1999 |   | $             | 14,748,757 |                 | $      | (339,599   | )      | $ | 14,409,158 |   |
|                                             |   |          |       |                 |   |       |   |
| Net loss                                         |   | (2,842,608    | )          | (28,713              | )      | (2,871,321 | )      |
|                                             |   |          |       |                 |   |       |   |
| Partners’ capital (deficit), March 31, 2000 |   | 11,906,149    |       | (368,312             | )      | 11,537,837 |   |
|                                             |   |          |       |                 |   |       |   |
| Net loss                                         |   | (3,045,798    | )          | (30,766              | )      | (3,076,564 | )      |
|                                             |   |          |       |                 |   |       |   |
| Partners’ capital (deficit), March 31, 2001 |   | 8,860,351     |       | (399,078             | )      | 8,461,273  |   |
|                                             |   |          |       |                 |   |       |   |
| Net loss                                         |   | (2,920,374    | )          | (29,499              | )      | (2,949,873 | )      |
|                                             |   |          |       |                 |   |       |   |
| Partners’ capital (deficit), March 31, 2002 |   | $             | 5,939,977  |                 | $      | (428,577   | )      | $ | 5,511,400 |   |

 

See notes to financial statements

 

F-22

----

 

Boston Capital Tax Credit Fund II Limited Partnership

Series 7, 9 through 12, and 14

 

STATEMENTS OFCASH FLOWS

 

Years ended March 31, 2002, 2001 and 2000

 
|                                                                                                                                                |   | **Total** |       |
|-----------------------------------------------------------------------------------------------------------------------------------------------------|--------|-----------|------------|
|                                                                                                                                                |   | **2002**  |       | **2001** |   | **2000** |   |
| Cash flows from operating activities                                                                                                                |   |      |       |   |   |   |   |
| Net loss                                                                                                                                            |   | $         | (8,401,970 | ) | $ | (8,754,755 | ) | $ | (8,607,586 | ) |
| Adjustments to reconcile net loss to net cash provided by (used in)  operating activities                                                           |   |      |       |   |   |   |   |
| Distribution from operating limited  partnerships                                                                                                   |   | 46,330    |       | 102,049 |   | 128,448 |   |
| Share of losses from operating limited  partnerships                                                                                                |   | 5,815,333 |       | 5,981,076 |   | 5,998,233 |   |
| Impairment loss                                                                                                                                     |   | —    |       | 210,731 |   | — |   |
| Amortization                                                                                                                                        |   | 48,561    |       | 48,561 |   | 48,561 |   |
| Changes in assets and liabilities                                                                                                                   |   |      |       |   |   |   |   |
| Accounts payable and accrued expenses                                                                                                               |   | 2,528,244 |       | 2,613,754 |   | 2,651,613 |   |
| Other assets                                                                                                                                        |   | 5,343     |       | (23,136 | ) | 7,822 |   |
|                                                                                                                                                |   |      |       |   |   |   |   |
| Net cash provided by (used in) operating  activities                                                                                                |   | 41,841    |       | 178,280 |   | 227,091 |   |
|                                                                                                                                                |   |      |       |   |   |   |   |
| Cash flows from investing activities                                                                                                                |   |      |       |   |   |   |   |
| Capital contributions paid to operating  limited partnerships                                                                                       |   | —    |       | — |   | (104,590 | ) |
| Advance to operating limited partnerships                                                                                                           |   | (43,283   | )          | (144,734 | ) | (200,774 | ) |
| Purchase of investments (net of proceeds  from redemption of investments)                                                                           |   | 231,125   |       | (31,502 | ) | 451,422 |   |
|                                                                                                                                                |   |      |       |   |   |   |   |
| Net cash provided by (used in) investing  activities                                                                                                |   | 187,842   |       | (176,236 | ) | 146,058 |   |
|                                                                                                                                                |   |      |       |   |   |   |   |
| NET INCREASE (DECREASE) IN CASH AND CASH  EQUIVALENTS                                                                                               |   | 229,683   |       | 2,044 |   | 373,149 |   |
|                                                                                                                                                |   |      |       |   |   |   |   |
| Cash and cash equivalents, beginning                                                                                                                |   | 903,223   |       | 901,179 |   | 528,030 |   |
|                                                                                                                                                |   |      |       |   |   |   |   |
| Cash and cash equivalents, end                                                                                                                      |   | $         | 1,132,906  |   | $ | 903,223 |   | $ | 901,179 |   |
|                                                                                                                                                |   |      |       |   |   |   |   |
| Supplemental schedule of noncash investing  and financing activities                                                                                |   |      |       |   |   |   |   |
|                                                                                                                                                |   |      |       |   |   |   |   |
| The partnership has decreased its capital  contribution obligation to the operating limited partnerships for low-income  tax credits not generated. |   | $         | 1,299      |   | $ | — |   | $ | 2,724 |   |
|                                                                                                                                                |   |      |       |   |   |   |   |
| The partnership has adjusted its investment  in operating limited partnerships for low-income tax credits not generated.                            |   | $         | 11,816     |   | $ | 22,154 |   | $ | 57,687 |   |

 

F-23

----

 
|                                                                                                                                                |   | **Series 7** |     |
|-----------------------------------------------------------------------------------------------------------------------------------------------------|--------|--------------|----------|
|                                                                                                                                                |   | **2002**     |     | **2001** |   | **2000** |   |
| Cash flows from operating activities                                                                                                                |   |         |     |   |   |   |   |
| Net loss                                                                                                                                            |   | $            | (330,458 | ) | $ | (353,270 | ) | $ | (396,634 | ) |
| Adjustments to reconcile net loss to net cash provided by (used in)  operating activities                                                           |   |         |     |   |   |   |   |
| Distribution from operating limited  partnerships                                                                                                   |   | —       |     | — |   | — |   |
| Share of losses from operating limited  partnerships                                                                                                |   | 214,307      |     | 226,977 |   | 269,128 |   |
| Impairment loss                                                                                                                                     |   | —       |     | — |   | — |   |
| Amortization                                                                                                                                        |   | —       |     | — |   | — |   |
| Changes in assets and liabilities                                                                                                                   |   |         |     |   |   |   |   |
| Accounts payable and accrued expenses                                                                                                               |   | 124,615      |     | 137,612 |   | 134,805 |   |
| Other assets                                                                                                                                        |   | —       |     | (9,687 | ) | — |   |
|                                                                                                                                                |   |         |     |   |   |   |   |
| Net cash provided by (used in) operating  activities                                                                                                |   | 8,464        |     | 1,632 |   | 7,299 |   |
|                                                                                                                                                |   |         |     |   |   |   |   |
| Cash flows from investing activities                                                                                                                |   |         |     |   |   |   |   |
| Capital contributions paid to operating  limited partnerships                                                                                       |   | —       |     | — |   | — |   |
| Advance to operating limited partnerships                                                                                                           |   | (6,500       | )        | — |   | (10,899 | ) |
| Purchase of investments (net of proceeds  from redemption of investments)                                                                           |   | —       |     | — |   | — |   |
|                                                                                                                                                |   |         |     |   |   |   |   |
| Net cash provided by (used in) investing  activities                                                                                                |   | (6,500       | )        | — |   | (10,899 | ) |
|                                                                                                                                                |   |         |     |   |   |   |   |
| NET INCREASE (DECREASE) IN CASH AND CASH  EQUIVALENTS                                                                                               |   | 1,964        |     | 1,632 |   | (3,600 | ) |
|                                                                                                                                                |   |         |     |   |   |   |   |
| Cash and cash equivalents, beginning                                                                                                                |   | 6,561        |     | 4,929 |   | 8,529 |   |
|                                                                                                                                                |   |         |     |   |   |   |   |
| Cash and cash equivalents, end                                                                                                                      |   | $            | 8,525    |   | $ | 6,561 |   | $ | 4,929 |   |
|                                                                                                                                                |   |         |     |   |   |   |   |
| Supplemental schedule of noncash investing  and financing activities                                                                                |   |         |     |   |   |   |   |
|                                                                                                                                                |   |         |     |   |   |   |   |
| The partnership has decreased its capital  contribution obligation to the operating limited partnerships for low-income  tax credits not generated. |   | $            | —   |   | $ | — |   | $ | — |   |
|                                                                                                                                                |   |         |     |   |   |   |   |
| The partnership has adjusted its investment  in operating limited partnerships for low-income tax credits not generated.                            |   | $            | —   |   | $ | — |   | $ | — |   |

 

F-24

----

 
|                                                                                                                                                |   | **Series 9** |         |
|-----------------------------------------------------------------------------------------------------------------------------------------------------|--------|--------------|--------------|
|                                                                                                                                                |   | **2002**     |         | **2001** |   | **2000** |   |
| Cash flows from operating activities                                                                                                                |   |         |         |   |   |   |   |
| Net loss                                                                                                                                            |   | $            | (1,852,344   | ) | $ | (1,920,153 | ) | $ | (2,174,379 | ) |
| Adjustments to reconcile net loss to net cash provided by (used in)  operating activities                                                           |   |         |         |   |   |   |   |
| Distribution from operating limited  partnerships                                                                                                   |   | 3,731        |         | 3,052 |   | 1,047 |   |
| Share of losses from operating limited  partnerships                                                                                                |   | 1,269,639    |         | 1,296,953 |   | 1,587,512 |   |
| Impairment loss                                                                                                                                     |   | —       |         | 50,000 |   | — |   |
| Amortization                                                                                                                                        |   | 870          |         | 870 |   | 870 |   |
| Changes in assets and liabilities                                                                                                                   |   |         |         |   |   |   |   |
| Accounts payable and accrued expenses                                                                                                               |   | 568,607      |         | 580,743 |   | 575,785 |   |
| Other assets                                                                                                                                        |   | 640          |         | (8,589 | ) | 12,553 |   |
|                                                                                                                                                |   |         |         |   |   |   |   |
| Net cash provided by (used in) operating  activities                                                                                                |   | (8,857       | )            | 2,876 |   | 3,388 |   |
|                                                                                                                                                |   |         |         |   |   |   |   |
| Cash flows from investing activities                                                                                                                |   |         |         |   |   |   |   |
| Capital contributions paid to operating  limited partnerships                                                                                       |   | —       |         | — |   | (4,590 | ) |
| Advance to operating limited partnerships                                                                                                           |   | (16,783      | )            | — |   | (59,169 | ) |
| Purchase of investments (net of proceeds  from redemption of investments)                                                                           |   | (5,078       | )            | (4,283 | ) | 164,194 |   |
|                                                                                                                                                |   |         |         |   |   |   |   |
| Net cash provided by (used in) investing  activities                                                                                                |   | (21,861      | )            | (4,283 | ) | 100,435 |   |
|                                                                                                                                                |   |         |         |   |   |   |   |
| NET INCREASE (DECREASE) IN CASH AND CASH  EQUIVALENTS                                                                                               |   | (30,718      | )            | (1,407 | ) | 103,823 |   |
|                                                                                                                                                |   |         |         |   |   |   |   |
| Cash and cash equivalents, beginning                                                                                                                |   | 245,954      |         | 247,361 |   | 143,538 |   |
|                                                                                                                                                |   |         |         |   |   |   |   |
| Cash and cash equivalents, end                                                                                                                      |   | $            | 215,236      |   | $ | 245,954 |   | $ | 247,361 |   |
|                                                                                                                                                |   |         |         |   |   |   |   |
| Supplemental schedule of noncash investing  and credits not generated.                                                                              |   |         |         |   |   |   |   |
|                                                                                                                                                |   |         |         |   |   |   |   |
| The partnership has decreased its capital  contribution obligation to the operating limited partnerships for low-income  tax credits not generated. |   | $            |  — |   | $ |  — |   | $ |  — |   |
|                                                                                                                                                |   |         |         |   |   |   |   |
| The partnership has adjusted its investment  in operating limited partnerships for low-income tax credits not generated.                            |   | $            | 9,760        |   | $ | 3,018 |   | $ | 3,437 |   |

 

F-25

----

 
|                                                                                                                                                |   | **Series 10** |     |
|-----------------------------------------------------------------------------------------------------------------------------------------------------|--------|---------------|----------|
|                                                                                                                                                |   | **2002**      |     | **2001** |   | **2000** |   |
| Cash flows from operating activities                                                                                                                |   |          |     |   |   |   |   |
| Net loss                                                                                                                                            |   | $             | (776,783 | ) | $ | (804,711 | ) | $ | (776,221 | ) |
| Adjustments to reconcile net loss to net cash provided by (used in)  operating activities                                                           |   |          |     |   |   |   |   |
| Distribution from operating limited  partnerships                                                                                                   |   | 20,559        |     | 22,306 |   | 21,040 |   |
| Share of losses from operating limited  partnerships                                                                                                |   | 399,663       |     | 446,106 |   | 407,144 |   |
| Impairment loss                                                                                                                                     |   | —        |     | — |   | — |   |
| Amortization                                                                                                                                        |   | 3,441         |     | 3,441 |   | 3,441 |   |
| Changes in assets and liabilities                                                                                                                   |   |          |     |   |   |   |   |
| Accounts payable and accrued expenses                                                                                                               |   | 355,512       |     | 355,512 |   | 355,512 |   |
| Other assets                                                                                                                                        |   | 703           |     | (689 | ) | (7,149 | ) |
|                                                                                                                                                |   |          |     |   |   |   |   |
| Net cash provided by (used in) operating  activities                                                                                                |   | 3,095         |     | 21,965 |   | 3,767 |   |
|                                                                                                                                                |   |          |     |   |   |   |   |
| Cash flows from investing activities                                                                                                                |   |          |     |   |   |   |   |
| Capital contributions paid to operating  limited partnerships                                                                                       |   | —        |     | — |   | — |   |
| Advance to operating limited partnerships                                                                                                           |   | —        |     | — |   | — |   |
| Purchase of investments (net of proceeds  from redemption of investments)                                                                           |   | (5,535        | )        | (4,429 | ) | (4,674 | ) |
|                                                                                                                                                |   |          |     |   |   |   |   |
| Net cash provided by (used in) investing  activities                                                                                                |   | (5,535        | )        | (4,429 | ) | (4,674 | ) |
|                                                                                                                                                |   |          |     |   |   |   |   |
| NET INCREASE (DECREASE) IN CASH AND CASH  EQUIVALENTS                                                                                               |   | (2,440        | )        | 17,536 |   | (907 | ) |
|                                                                                                                                                |   |          |     |   |   |   |   |
| Cash and cash equivalents, beginning                                                                                                                |   | 49,745        |     | 32,209 |   | 33,116 |   |
|                                                                                                                                                |   |          |     |   |   |   |   |
| Cash and cash equivalents, end                                                                                                                      |   | $             | 47,305   |   | $ | 49,745 |   | $ | 32,209 |   |
|                                                                                                                                                |   |          |     |   |   |   |   |
| Supplemental schedule of noncash investing  and financing activities                                                                                |   |          |     |   |   |   |   |
|                                                                                                                                                |   |          |     |   |   |   |   |
| The partnership has decreased its capital  contribution obligation to the operating limited partnerships for low-income  tax credits not generated. |   | $             | —   |   | $ | — |   | $ | — |   |
|                                                                                                                                                |   |          |     |   |   |   |   |
| The partnership has adjusted its investment  in operating limited partnerships for low-income tax credits not generated.                            |   | $             | —   |   | $ | — |   | $ | — |   |

 

F-26

----

 
|                                                                                                                                                |   | **Series 11** |       |
|-----------------------------------------------------------------------------------------------------------------------------------------------------|--------|---------------|------------|
|                                                                                                                                                |   | **2002**      |       | **2001** |   | **2000** |   |
| Cash flows from operating activities                                                                                                                |   |          |       |   |   |   |   |
| Net loss                                                                                                                                            |   | $             | (1,092,685 | ) | $ | (1,145,099 | ) | $ | (962,203 | ) |
| Adjustments to reconcile net loss to net cash provided by (used in)  operating activities                                                           |   |          |       |   |   |   |   |
| Distribution from operating limited  partnerships                                                                                                   |   | 2,162         |       | 54,570 |   | 68,150 |   |
| Share of losses from operating limited  partnerships                                                                                                |   | 753,314       |       | 662,007 |   | 637,934 |   |
| Impairment loss                                                                                                                                     |   | —        |       | 160,731 |   | — |   |
| Amortization                                                                                                                                        |   | 1,744         |       | 1,744 |   | 1,744 |   |
| Changes in assets and liabilities                                                                                                                   |   |          |       |   |   |   |   |
| Accounts payable and accrued expenses                                                                                                               |   | 325,680       |       | 325,681 |   | 325,679 |   |
| Other assets                                                                                                                                        |   | 1,415         |       | (1,042 | ) | 1,004 |   |
|                                                                                                                                                |   |          |       |   |   |   |   |
| Net cash provided by (used in) operating  activities                                                                                                |   | (8,370        | )          | 58,592 |   | 72,308 |   |
|                                                                                                                                                |   |          |       |   |   |   |   |
| Cash flows from investing activities                                                                                                                |   |          |       |   |   |   |   |
| Capital contributions paid to operating  limited partnerships                                                                                       |   | —        |       | — |   | — |   |
| Advance to operating limited partnerships                                                                                                           |   | (20,000       | )          | — |   | — |   |
| Purchase of investments (net of proceeds  from redemption of investments)                                                                           |   | (8,851        | )          | (6,956 | ) | 80,260 |   |
|                                                                                                                                                |   |          |       |   |   |   |   |
| Net cash provided by (used in) investing  activities                                                                                                |   | (28,851       | )          | (6,956 | ) | 80,260 |   |
|                                                                                                                                                |   |          |       |   |   |   |   |
| NET INCREASE (DECREASE) IN CASH AND CASH  EQUIVALENTS                                                                                               |   | (37,221       | )          | 51,636 |   | 152,568 |   |
|                                                                                                                                                |   |          |       |   |   |   |   |
| Cash and cash equivalents, beginning                                                                                                                |   | 299,326       |       | 247,690 |   | 95,122 |   |
|                                                                                                                                                |   |          |       |   |   |   |   |
| Cash and cash equivalents, end                                                                                                                      |   | $             | 262,105    |   | $ | 299,326 |   | $ | 247,690 |   |
|                                                                                                                                                |   |          |       |   |   |   |   |
| Supplemental schedule of noncash investing  and financing activities                                                                                |   |          |       |   |   |   |   |
|                                                                                                                                                |   |          |       |   |   |   |   |
| The partnership has decreased its capital  contribution obligation to the operating limited partnerships for low-income  tax credits not generated. |   | $             | —     |   | $ | — |   | $ | — |   |
|                                                                                                                                                |   |          |       |   |   |   |   |
| The partnership has adjusted its investment  in operating limited partnerships for low-income tax credits not generated.                            |   | $             | —     |   | $ | 11,447 |   | $ | 15,077 |   |

 

F-27

----

 
|                                                                                                                                                |   | **Series 12** |       |
|-----------------------------------------------------------------------------------------------------------------------------------------------------|--------|---------------|------------|
|                                                                                                                                                |   | **2002**      |       | **2001** |   | **2000** |   |
| Cash flows from operating activities                                                                                                                |   |          |       |   |   |   |   |
| Net loss                                                                                                                                            |   | $             | (1,399,827 | ) | $ | (1,454,958 | ) | $ | (1,426,828 | ) |
| Adjustments to reconcile net loss to net cash provided by (used in)  operating activities                                                           |   |          |       |   |   |   |   |
| Distribution from operating limited  partnerships                                                                                                   |   | 8,145         |       | 8,866 |   | 6,646 |   |
| Share of losses from operating limited  partnerships                                                                                                |   | 969,561       |       | 1,036,150 |   | 998,028 |   |
| Impairment loss                                                                                                                                     |   | —        |       | — |   | — |   |
| Amortization                                                                                                                                        |   | 13,317        |       | 13,317 |   | 13,317 |   |
| Changes in assets and liabilities                                                                                                                   |   |          |       |   |   |   |   |
| Accounts payable and accrued expenses                                                                                                               |   | 395,446       |       | 392,355 |   | 394,564 |   |
| Other assets                                                                                                                                        |   | —        |       | (2,751 | ) | — |   |
|                                                                                                                                                |   |          |       |   |   |   |   |
| Net cash provided by (used in) operating  activities                                                                                                |   | (13,358       | )          | (7,021 | ) | (14,273 | ) |
|                                                                                                                                                |   |          |       |   |   |   |   |
| Cash flows from investing activities                                                                                                                |   |          |       |   |   |   |   |
| Capital contributions paid to operating  limited partnerships                                                                                       |   | —        |       | — |   | — |   |
| Advance to operating limited partnerships                                                                                                           |   | —        |       | — |   | — |   |
| Purchase of investments (net of proceeds  from redemption of investments)                                                                           |   | —        |       | — |   | — |   |
|                                                                                                                                                |   |          |       |   |   |   |   |
| Net cash provided by (used in) investing  activities                                                                                                |   | —        |       | — |   | — |   |
|                                                                                                                                                |   |          |       |   |   |   |   |
| NET INCREASE (DECREASE) IN CASH AND CASH  EQUIVALENTS                                                                                               |   | (13,358       | )          | (7,021 | ) | (14,273 | ) |
|                                                                                                                                                |   |          |       |   |   |   |   |
| Cash and cash equivalents, beginning                                                                                                                |   | 61,416        |       | 68,437 |   | 82,710 |   |
|                                                                                                                                                |   |          |       |   |   |   |   |
| Cash and cash equivalents, end                                                                                                                      |   | $             | 48,058     |   | $ | 61,416 |   | $ | 68,437 |   |
|                                                                                                                                                |   |          |       |   |   |   |   |
| Supplemental schedule of noncash investing  and financing activities                                                                                |   |          |       |   |   |   |   |
|                                                                                                                                                |   |          |       |   |   |   |   |
| The partnership has decreased its capital  contribution obligation to the operating limited partnerships for low-income  tax credits not generated. |   | $             | —     |   | $ | — |   | $ | — |   |
|                                                                                                                                                |   |          |       |   |   |   |   |
| The partnership has adjusted its investment  in operating limited partnerships for low-income tax credits not generated.                            |   | $             | —     |   | $ | 7,689 |   | $ | 37,502 |   |

 

F-28

----

 
|                                                                                                                                                |   | **Series 14** |       |
|-----------------------------------------------------------------------------------------------------------------------------------------------------|--------|---------------|------------|
|                                                                                                                                                |   | **2002**      |       | **2001** |   | **2000** |   |
| Cash flows from operating activities                                                                                                                |   |          |       |   |   |   |   |
| Net loss                                                                                                                                            |   | $             | (2,949,873 | ) | $ | (3,076,564 | ) | $ | (2,871,321 | ) |
| Adjustments to reconcile net loss to net cash provided by (used in)  operating activities                                                           |   |          |       |   |   |   |   |
| Distribution from operating limited  partnerships                                                                                                   |   | 11,733        |       | 13,255 |   | 31,565 |   |
| Share of losses from operating limited  partnerships                                                                                                |   | 2,208,849     |       | 2,312,883 |   | 2,098,487 |   |
| Impairment loss                                                                                                                                     |   | —        |       | — |   | — |   |
| Amortization                                                                                                                                        |   | 29,189        |       | 29,189 |   | 29,189 |   |
| Changes in assets and liabilities                                                                                                                   |   |          |       |   |   |   |   |
| Accounts payable and accrued expenses                                                                                                               |   | 758,384       |       | 821,851 |   | 865,268 |   |
| Other assets                                                                                                                                        |   | 2,585         |       | (378 | ) | 1,414 |   |
|                                                                                                                                                |   |          |       |   |   |   |   |
| Net cash provided by (used in) operating  activities                                                                                                |   | 60,867        |       | 100,236 |   | 154,602 |   |
|                                                                                                                                                |   |          |       |   |   |   |   |
| Cash flows from investing activities                                                                                                                |   |          |       |   |   |   |   |
| Capital contributions paid to operating  limited partnerships                                                                                       |   | —        |       | — |   | (100,000 | ) |
| Advance to operating limited partnerships                                                                                                           |   | —        |       | (144,734 | ) | (130,706 | ) |
| Purchase of investments (net of proceeds  from redemption of investments)                                                                           |   | 250,589       |       | (15,834 | ) | 211,642 |   |
|                                                                                                                                                |   |          |       |   |   |   |   |
| Net cash provided by (used in) investing  activities                                                                                                |   | 250,589       |       | (160,568 | ) | (19,064 | ) |
|                                                                                                                                                |   |          |       |   |   |   |   |
| NET INCREASE (DECREASE) IN CASH AND CASH  EQUIVALENTS                                                                                               |   | 311,456       |       | (60,332 | ) | 135,538 |   |
|                                                                                                                                                |   |          |       |   |   |   |   |
| Cash and cash equivalents, beginning                                                                                                                |   | 240,221       |       | 300,553 |   | 165,015 |   |
|                                                                                                                                                |   |          |       |   |   |   |   |
| Cash and cash equivalents, end                                                                                                                      |   | $             | 551,677    |   | $ | 240,221 |   | $ | 300,553 |   |
|                                                                                                                                                |   |          |       |   |   |   |   |
| Supplemental schedule of noncash investing  and financing activities                                                                                |   |          |       |   |   |   |   |
|                                                                                                                                                |   |          |       |   |   |   |   |
| The partnership has decreased its capital  contribution obligation to the operating limited partnerships for low-income  tax credits not generated. |   | $             | 1,299      |   | $ | — |   | $ | 2,724 |   |
|                                                                                                                                                |   |          |       |   |   |   |   |
| The partnership has adjusted its investment  in operating limited partnerships for low-income tax credits not generated.                            |   | $             | 2,056      |   | $ | — |   | $ | 1,671 |   |

 

F-29

----

 

Boston Capital Tax Credit Fund II Limited Partnership

Series 7, 9 through 12, and 14

 

NOTESTO FINANCIAL STATEMENTS

 

March 31, 2002, 2001 and 2000

 

NOTE A - ORGANIZATION ANDSUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Boston Capital Tax Credit FundII Limited Partnership (the “partnership”) was formed under the laws of theState of Delaware on June 28, 1989, for the purpose of acquiring, holding anddisposing of limited partnership interests in operating limited partnershipswhich were to acquire, develop, rehabilitate, operate and own newlyconstructed, existing or rehabilitated low-income apartment complexes whichqualify for the Low-Income Housing Tax Credit established by the Tax Reform Actof 1986.  Certain of the apartmentcomplexes also qualified for the Historic Rehabilitation Tax Credit for theirrehabilitation of a certified historic structure; accordingly, the apartmentcomplexes are restricted as to rent charges and operating methods and aresubject to the provisions of Section 42(g)(2) of the Internal Revenue Coderelating to the Rehabilitation Investment Credit.  The general partner of the partnership is Boston CapitalAssociates II Limited Partnership and the limited partner is BCTC AssignorCorp. II (the “assignor limited partner”).

 

Pursuant to the Securities Actof 1933, the partnership filed a Form S-11 Registration Statement with theSecurities and Exchange Commission, effective August 29, 1988, which coveredthe offering (the “Public Offering”) of the partnership’s beneficial assigneecertificates (“BACs”) representing assignments of units of the beneficialinterest of the limited partnership interest of the assignor limitedpartner.  The partnership registered20,000,000 BACs at $10 per BAC for sale to the public in six series.  BACs sold in bulk over $100,000 were offeredto investors at a reduced cost per BAC. The partnership is no longer selling any BACs related to anyseries.  The final closing in Series 14was January 27, 1993.

 

The BACs issued and outstandingin each series at March 31, 2002 and 2001 are as follows:

 

| Series 7  |   | 1,036,100  |   |
|-----------|--------|------------|--------|
| Series 9  |   | 4,178,029  |   |
| Series 10 |   | 2,428,925  |   |
| Series 11 |   | 2,489,599  |   |
| Series 12 |   | 2,972,795  |   |
| Series 14 |   | 5,574,290  |   |
|      |   |       |   |
| Total     |   | 18,679,738 |   |

 

In accordance with the limitedpartnership agreement, profits, losses, and cash flow (subject to certainpriority allocations and distributions) and tax credits are allocated 99% tothe assignees and 1% to the general partner.

 

F-30

----

 

Deferred Acquisition Costs

 

Deferred acquisition costs arebeing amortized on the straight-line method starting April 1, 1995 over 27.5years (330 months).

 

As of April 1, 1995, thepartnership reclassified certain unallocated acquisition costs included in theinvestments in operating limited partnerships to deferred acquisitioncosts.  The amounts include $23,920,$94,634, and $47,968 for Series 9, Series 10 and Series 11, respectively.

 

Accumulated amortization as ofMarch 31, 2002 and 2001 is as follows:

 
|      |   | **2002** |    | **2001** |   |
|-----------|--------|----------|---------|----------|--------|
|      |   |     |    |     |   |
| Series 7  |   | $        | —  |     | $      | — |   |
| Series 9  |   | 6,090    |    | 5,220    |   |
| Series 10 |   | 24,089   |    | 20,648   |   |
| Series 11 |   | 12,209   |    | 10,465   |   |
| Series 12 |   | 93,219   |    | 79,902   |   |
| Series 14 |   | 204,324  |    | 175,135  |   |
|      |   |     |    |     |   |
|      |   | $        | 339,931 |     | $      | 291,370 |   |

 

Income Taxes

 

No provision or benefit forincome taxes has been included in these financial statements since taxableincome or loss passes through to, and is reportable by, the partners andassignees individually.

 

F-31

----

 

Investments in OperatingLimited Partnerships

 

The partnership accounts forits investments in operating limited partnerships using the equity method ofaccounting.  Under the equity method ofaccounting, the partnership adjusts its investment cost for its share of eachoperating limited partnership’s results of operations and for any distributionsreceived or accrued.  However, thepartnership recognizes individual operating limited partnership losses only tothe extent that the fund’s share of losses from the operating limitedpartnerships exceeds the carrying amount of the investment.  Unrecognized losses are suspended and offsetagainst future individual operating limited partnership income.  No operating limited partnerships wereacquired during 2001 or 2000.

 

A loss in value of aninvestment in an operating limited partnership other than a temporary declinewould be recorded as an impairment loss. Impairment is measured by comparing the investment carrying amount tothe sum of the total amount of the remaining tax credits allocated to thepartnership and the estimated residual value of the investment.  Accordingly, the partnership recorded animpairment loss of $210,731 during the year ended March 31, 2001.

 

Capital contributions tooperating limited partnerships are adjusted by tax credit adjusters.  Tax credit adjusters are defined as adjustmentsto operating limited partnership capital contributions due to reductions inactual tax credits from those originally projected.  The partnership records tax credit adjusters as a reduction ininvestment in operating limited partnerships and capital contributions payable.

 

The operating limitedpartnerships maintain their financial statements based on a calendar year andthe partnership utilizes a March 31 year-end. The fund records losses and income from the operating limited partnershipson a calendar year basis which is not materially different from losses andincome generated if the operating limited partnerships utilized a March 31year-end.

 

The partnership records capitalcontributions payable to the operating limited partnerships once there is abinding obligation to fund a specified amount. The operating limited partnerships record capital contributions from thepartnership when received.

 

F-32

----

 

The partnership recordsacquisition costs as an increase in its investment in operating limitedpartnerships.  Certain operating limitedpartnerships have not recorded the acquisition costs as a capital contributionfrom the partnership.  These differencesare shown as reconciling items in note C.

 

# Cash Equivalents

 

Cash equivalents includetax-exempt sweep accounts, certificates of deposit, and money market accountshaving original maturities at the date of acquisition of three months orless.  The carrying amounts approximatefair value because of the short maturity of these instruments.

 

# Fiscal Year

 

For financial reportingpurposes, the partnership uses a March 31 year end, whereas for income taxreporting purposes, the partnership uses a calendar year.  The operating limited partnerships use acalendar year for both financial and income tax reporting.

 

# Net Loss perBeneficial Assignee Certificate

 

Net loss per beneficialassignee certificate is calculated based upon the weighted average number ofunits outstanding.  The weighted averagenumber of units outstanding in each series at March 31, 2002, 2001 and 2000 areas follows:

 

| Series 7  |   | 1,036,100  |   |
|-----------|--------|------------|--------|
| Series 9  |   | 4,178,029  |   |
| Series 10 |   | 2,428,925  |   |
| Series 11 |   | 2,489,599  |   |
| Series 12 |   | 2,972,795  |   |
| Series 14 |   | 5,574,290  |   |
|      |   |       |   |
| Total     |   | 18,679,738 |   |

 

F-33

----

 

# Use ofEstimates

 

Thepreparation of financial statements in conformity with accounting principlesgenerally accepted in the United States of America requires management to makeestimates and assumptions that affect the reported amounts of assets andliabilities and disclosure of contingent assets and liabilities at the date ofthe financial statements and the reported amounts of revenue and expensesduring the reporting period.  Actualresults could differ from those estimates.

 

# InvestmentsHeld to Maturity

 

Investmentsheld to maturity consist of certificates of deposit with original maturitiesgreater than 90 days and are carried at cost which approximates fair value.

 

# RecentAccounting Pronouncements

 

In August2001, the Financial Accounting Standards Board issued SFAS No. 144, “Accountingfor the Impairment or Disposal of Long-Lived Assets”.  SFAS No. 144 provides accounting guidance for financialaccounting and reporting for the impairment or disposal of long-livedassets.  SFAS No. 144 supersedes SFASNo. 121, “Accounting for the Impairment of Long-Lived Assets and for Long-LivedAssets to be Disposed Of”.  SFAS No. 144is effective for fiscal years beginning after December 15, 2001.  The Managing General Partner does notanticipate that its adoption will have a material effect on the financialposition or results of operations of the partnership.

 

NOTE B - RELATED PARTYTRANSACTIONS

 

During theyears ended March 31, 2002, 2001 and 2000, the partnership entered into severaltransactions with various affiliates of the general partner, including BostonCapital Partners, Inc., Boston Capital Holdings Limited Partnership and BostonCapital Asset Management Limited Partnership, as follows:

 

F-34

----

 

Boston CapitalAsset Management Limited Partnership is entitled to an annual partnershipmanagement fee based on .5% of the aggregate cost of all apartment complexesacquired by the operating limited partnerships, less the amount of certainpartnership management and reporting fees paid or payable by the operatinglimited partnerships. The aggregate cost is comprised of the capitalcontributions made by each series to the operating limited partnerships and 99%of the permanent financing at the operating limited partnership level.  The annual partnership management feescharged to each series’ operations during the years ended March 31, 2002, 2001and 2000 are as follows:

 
|      |   | **2002** |      | **2001** |   | **2000**  |   |
|-----------|--------|----------|-----------|----------|--------|-----------|--------|
|      |   |     |      |     |   |      |   |
| Series 7  |   | $        | 94,584    |     | $      | 107,283   |   | $ | 108,654 |   |
| Series 9  |   | 534,108  |      | 536,992  |   | 539,698   |   |
| Series 10 |   | 331,705  |      | 322,229  |   | 323,517   |   |
| Series 11 |   | 306,500  |      | 296,881  |   | 290,784   |   |
| Series 12 |   | 361,681  |      | 352,368  |   | 362,250   |   |
| Series 14 |   | 629,799  |      | 667,529  |   | 655,714   |   |
|      |   |     |      |     |   |      |   |
|      |   | $        | 2,258,377 |     | $      | 2,283,282 |   | $ | 2,280,617 |   |

 

General andadministrative expenses incurred by Boston Capital Partners, Inc., BostonCapital Holdings Limited Partnership and Boston Capital Asset ManagementLimited Partnership during the years ended March 31, 2002, 2001 and 2000charged to each series’ operations are as follows:

 
|      |   | **2002** |   | **2001** |   | **2000** |   |
|-----------|--------|----------|--------|----------|--------|----------|--------|
|      |   |     |   |     |   |     |   |
| Series 7  |   | $        | 4,923  |     | $      | 2,427    |   | $ | 2,709 |   |
| Series 9  |   | 12,896   |   | 11,349   |   | 14,815   |   |
| Series 10 |   | 11,485   |   | 9,110    |   | 11,616   |   |
| Series 11 |   | 10,602   |   | 8,150    |   | 10,340   |   |
| Series 12 |   | 11,824   |   | 8,286    |   | 10,965   |   |
| Series 14 |   | 20,170   |   | 17,425   |   | 23,269   |   |
|      |   |     |   |     |   |     |   |
|      |   | $        | 71,900 |     | $      | 56,747   |   | $ | 73,714 |   |

 

F-35

----

 

Accountspayable - affiliates at March 31, 2002 and 2001 represents general and administrativeexpenses, partnership management fees, and may include advances which arepayable to Boston Capital Holdings Limited Partnership and Boston Capital AssetManagement Limited Partnership.  Thecarrying value of the accounts payable - affiliates approximates fair value.

 

NOTE C - INVESTMENTS INOPERATING LIMITED PARTNERSHIPS

 

At March 31,2002 and 2001, the partnership has limited partnership interests in operatinglimited partnerships which own operating apartment complexes.  During the year ended March 31, 2001, thepartnership disposed of its operating limited partnership interest in one ofthe operating limited partnerships owned by Series 7 and Series 9.  The number of operating limited partnershipsin which the partnership has limited partnership interests at March 31, 2002and 2001 by series are as follows:

 
|      |   | **2002** |   | **2001** |   |
|-----------|--------|----------|--------|----------|--------|
|      |   |     |   |     |   |
| Series 7  |   | 14       |   | 14       |   |
| Series 9  |   | 54       |   | 54       |   |
| Series 10 |   | 45       |   | 45       |   |
| Series 11 |   | 40       |   | 40       |   |
| Series 12 |   | 53       |   | 53       |   |
| Series 14 |   | 101      |   | 101      |   |
|      |   |     |   |     |   |
|      |   | 307      |   | 307      |   |

 

Under theterms of the partnership’s investment in each operating limited partnership,the partnership is required to make capital contributions to the operatinglimited partnerships.  Thesecontributions are payable in installments over several years upon each operatinglimited partnership achieving specified levels of construction or operations.

 

F-36

----

 

Thecontributions payable to operating limited partnerships at March 31, 2002 and2001 by series are as follows:

 
|      |   | **2002** |    | **2001** |   |
|-----------|--------|----------|---------|----------|--------|
|      |   |     |    |     |   |
| Series 7  |   | $        | —  |     | $      | — |   |
| Series 9  |   | —   |    | —   |   |
| Series 10 |   | —   |    | —   |   |
| Series 11 |   | 22,528   |    | 22,528   |   |
| Series 12 |   | 11,405   |    | 11,405   |   |
| Series 14 |   | 225,871  |    | 227,170  |   |
|      |   |     |    |     |   |
|      |   | $        | 259,804 |     | $      | 261,103 |   |

 

F-37

----

 

Thepartnership’s investments in operating limited partnerships at March 31, 2002are summarized as follows:

 
|                                                                                                                                                                                                                                                                                                                                                    |   | **Total**    |        |
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|--------------|-------------|
|                                                                                                                                                                                                                                                                                                                                                    |   |         |        |
| Capital  contributions paid and to be paid to operating limited partnerships, net of  tax credit adjusters                                                                                                                                                                                                                                              |   | $            | 133,397,361 |   |
|                                                                                                                                                                                                                                                                                                                                                    |   |         |        |
| Acquisition costs of operating limited  partnerships                                                                                                                                                                                                                                                                                                    |   | 22,387,381   |        |
|                                                                                                                                                                                                                                                                                                                                                    |   |         |        |
| Cumulative distributions from operating  limited partnerships                                                                                                                                                                                                                                                                                           |   | (767,780     | )           |
|                                                                                                                                                                                                                                                                                                                                                    |   |         |        |
| Impairment loss in investment in operating  limited partnerships                                                                                                                                                                                                                                                                                        |   | (679,467     | )           |
|                                                                                                                                                                                                                                                                                                                                                    |   |         |        |
| Cumulative losses from operating limited  partnerships                                                                                                                                                                                                                                                                                                  |   | (119,889,740 | )           |
|                                                                                                                                                                                                                                                                                                                                                    |   |         |        |
| Investment in operating limited  partnerships per balance sheets                                                                                                                                                                                                                                                                                        |   | 34,447,755   |        |
|                                                                                                                                                                                                                                                                                                                                                    |   |         |        |
| The  partnership (has recorded) or has not recorded capital contributions to the  operating limited partnerships during the  year ended March 31, 2002, which (have not) have been included in the  partnerships’ capital account included in the operating limited partnerships’  financial statements as of December 31, 2001 (see note A). |   | (1,169,636   | )           |
|                                                                                                                                                                                                                                                                                                                                                    |   |         |        |
| The partnership  has recorded acquisition costs at March 31, 2002, which have not been  recorded in the net assets of  the operating limited partnerships (see note A).                                                                                                                                                                                 |   | (2,519,939   | )           |
|                                                                                                                                                                                                                                                                                                                                                    |   |         |        |
| Cumulative  losses from operating limited partnerships for the three months ended March  31, 2002, which the operating limited partnerships have not included in their  capital as of December 31, 2001 due to different year ends (see note A).                                                                                                        |   | 5,109,375    |        |
|                                                                                                                                                                                                                                                                                                                                                    |   |         |        |
| Equity in  losses from operating limited partnerships not recognizable under the equity  method of accounting (see note  A).                                                                                                                                                                                                                            |   | (30,677,654  | )           |
|                                                                                                                                                                                                                                                                                                                                                    |   |         |        |
| The  partnership has recorded low-income  housing tax credit adjusters not recorded by operating limited partnerships  (see note A).                                                                                                                                                                                                                    |   | 775,500      |        |
|                                                                                                                                                                                                                                                                                                                                                    |   |         |        |
| Impairment loss in investment in operating  limited partnerships                                                                                                                                                                                                                                                                                        |   | 679,467      |        |
|                                                                                                                                                                                                                                                                                                                                                    |   |         |        |
| Other                                                                                                                                                                                                                                                                                                                                                   |   | 875,357      |        |
|                                                                                                                                                                                                                                                                                                                                                    |   |         |        |
| Equity per operating limited partnerships’  combined financial statements                                                                                                                                                                                                                                                                          |   | $            | 7,520,225   |   |

 

F-38

----

 
|                                                                                                                                                                                                                                                                                                                                                    |   | **Series 7** |       | **Series 9** |   | **Series 10** |   |
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|--------------|------------|--------------|--------|---------------|--------|
|                                                                                                                                                                                                                                                                                                                                                    |   |         |       |         |   |          |   |
| Capital  contributions paid and to be paid to operating limited partnerships, net of  tax credit adjusters                                                                                                                                                                                                                                              |   | $            | 7,486,177  |         | $      | 29,780,652    |   | $ | 17,589,373 |   |
|                                                                                                                                                                                                                                                                                                                                                    |   |         |       |         |   |          |   |
| Acquisition costs of operating limited  partnerships                                                                                                                                                                                                                                                                                                    |   | 1,302,313    |       | 5,201,737    |   | 2,958,341     |   |
|                                                                                                                                                                                                                                                                                                                                                    |   |         |       |         |   |          |   |
| Cumulative distributions from operating  limited partnerships                                                                                                                                                                                                                                                                                           |   | (2,258       | )          | (52,080      | )      | (95,183       | )      |
|                                                                                                                                                                                                                                                                                                                                                    |   |         |       |         |   |          |   |
| Impairment loss in investment in operating  limited partnerships                                                                                                                                                                                                                                                                                        |   | (255,418     | )          | (50,000      | )      | —        |   |
|                                                                                                                                                                                                                                                                                                                                                    |   |         |       |         |   |          |   |
| Cumulative losses from operating limited  partnerships                                                                                                                                                                                                                                                                                                  |   | (8,266,978   | )          | (30,024,728  | )      | (14,455,677   | )      |
|                                                                                                                                                                                                                                                                                                                                                    |   |         |       |         |   |          |   |
| Investment in operating limited  partnerships per balance sheets                                                                                                                                                                                                                                                                                        |   | 263,836      |       | 4,855,581    |   | 5,996,854     |   |
|                                                                                                                                                                                                                                                                                                                                                    |   |         |       |         |   |          |   |
| The  partnership (has recorded) or has not recorded capital contributions to the  operating limited partnerships during the year ended March 31, 2002, which  (have not) have been included in the partnerships’ capital account  included in the operating limited partnerships’ financial statements as of  December 31, 2001 (see note A). |   | —       |       | —       |   | —        |   |
|                                                                                                                                                                                                                                                                                                                                                    |   |         |       |         |   |          |   |
| The  partnership has recorded acquisition costs at March 31, 2002, which have not  been recorded in the net assets of the operating  limited partnerships (see note A).                                                                                                                                                                                 |   | (465,577     | )          | (185,244     | )      | (9,836        | )      |
|                                                                                                                                                                                                                                                                                                                                                    |   |         |       |         |   |          |   |
| Cumulative  losses from operating limited partnerships for the three months ended March  31, 2002, which the operating limited partnerships have not included in their  capital as of December 31, 2001 due to different year ends (see note A).                                                                                                        |   | 125,066      |       | 1,134,799    |   | 776,692       |   |
|                                                                                                                                                                                                                                                                                                                                                    |   |         |       |         |   |          |   |
| Equity in  losses from operating limited partnerships  not recognizable under the equity method of accounting (see note A).                                                                                                                                                                                                                             |   | (2,968,694   | )          | (8,922,870   | )      | (4,000,662    | )      |
|                                                                                                                                                                                                                                                                                                                                                    |   |         |       |         |   |          |   |
| The  partnership has recorded low-income housing tax credit adjusters not recorded  by operating limited partnerships (see note A).                                                                                                                                                                                                                     |   | 10,025       |       | 51,433       |   | 85,358        |   |
|                                                                                                                                                                                                                                                                                                                                                    |   |         |       |         |   |          |   |
| Impairment loss in investment in operating  limited partnerships                                                                                                                                                                                                                                                                                        |   | 255,418      |       | 50,000       |   | —        |   |
|                                                                                                                                                                                                                                                                                                                                                    |   |         |       |         |   |          |   |
| Other                                                                                                                                                                                                                                                                                                                                                   |   | (32,634      | )          | 1,054,836    |   | (4,659        | )      |
|                                                                                                                                                                                                                                                                                                                                                    |   |         |       |         |   |          |   |
| Equity per operating  limited partnerships’ combined financial statements                                                                                                                                                                                                                                                                          |   | $            | (2,812,560 | )            | $      | (1,961,465    | )      | $ | 2,843,747 |   |

 

F-39

----

 
|                                                                                                                                                                                                                                                                                                                                                    |   | **Series 11** |       | **Series 12** |   | **Series 14** |   |
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|---------------|------------|---------------|--------|---------------|--------|
|                                                                                                                                                                                                                                                                                                                                                    |   |          |       |          |   |          |   |
| Capital  contributions paid and to be paid to operating limited partnerships, net of  tax credit adjusters                                                                                                                                                                                                                                              |   | $             | 17,673,218 |          | $      | 21,360,612    |   | $ | 39,507,329 |   |
|                                                                                                                                                                                                                                                                                                                                                    |   |          |       |          |   |          |   |
| Acquisition costs of operating limited  partnerships                                                                                                                                                                                                                                                                                                    |   | 3,069,084     |       | 3,398,377     |   | 6,457,529     |   |
|                                                                                                                                                                                                                                                                                                                                                    |   |          |       |          |   |          |   |
| Cumulative distributions from operating  limited partnerships                                                                                                                                                                                                                                                                                           |   | (400,086      | )          | (60,607       | )      | (157,566      | )      |
|                                                                                                                                                                                                                                                                                                                                                    |   |          |       |          |   |          |   |
| Impairment loss in investment in operating  limited partnerships                                                                                                                                                                                                                                                                                        |   | (245,432      | )          | (128,617      | )      | —        |   |
|                                                                                                                                                                                                                                                                                                                                                    |   |          |       |          |   |          |   |
| Cumulative losses from operating limited  partnerships                                                                                                                                                                                                                                                                                                  |   | (13,643,132   | )          | (18,303,788   | )      | (35,195,437   | )      |
|                                                                                                                                                                                                                                                                                                                                                    |   |          |       |          |   |          |   |
| Investment in operating limited  partnerships per balance sheets                                                                                                                                                                                                                                                                                        |   | 6,453,652     |       | 6,265,977     |   | 10,611,855    |   |
|                                                                                                                                                                                                                                                                                                                                                    |   |          |       |          |   |          |   |
| The  partnership (has recorded) or has not recorded capital contributions to the  operating limited partnerships during  the year ended March 31, 2002, which (have not) have been included in the  partnerships’ capital account included in the operating limited partnerships’  financial statements as of December 31, 2001 (see note A). |   | (10,000       | )          | (631,467      | )      | (528,169      | )      |
|                                                                                                                                                                                                                                                                                                                                                    |   |          |       |          |   |          |   |
| The  partnership has recorded acquisition costs at March 31, 2002, which have not  been recorded in the net assets of the operating limited partnerships (see  note A).                                                                                                                                                                                 |   | (460,597      | )          | (312,956      | )      | (1,085,729    | )      |
|                                                                                                                                                                                                                                                                                                                                                    |   |          |       |          |   |          |   |
| Cumulative losses  from operating limited partnerships for the three months ended March 31,  2002, which the operating limited partnerships have not included in their  capital as of December 31, 2001 due to different year ends (see note A).                                                                                                        |   | 721,702       |       | 613,706       |   | 1,737,410     |   |
|                                                                                                                                                                                                                                                                                                                                                    |   |          |       |          |   |          |   |
| Equity in  losses from operating limited partnerships not recognizable under the equity  method of accounting (see note A).                                                                                                                                                                                                                             |   | (4,740,551    | )          | (3,755,785    | )      | (6,289,092    | )      |
|                                                                                                                                                                                                                                                                                                                                                    |   |          |       |          |   |          |   |
| The  partnership has recorded low-income housing tax credit adjusters not recorded  by operating limited partnerships (see  note A).                                                                                                                                                                                                                    |   | 112,536       |       | 192,211       |   | 323,937       |   |
|                                                                                                                                                                                                                                                                                                                                                    |   |          |       |          |   |          |   |
| Impairment loss  in investment in operating limited partnerships                                                                                                                                                                                                                                                                                        |   | 245,432       |       | 128,617       |   | —        |   |
|                                                                                                                                                                                                                                                                                                                                                    |   |          |       |          |   |          |   |
| Other                                                                                                                                                                                                                                                                                                                                                   |   | (67,391       | )          | 101,391       |   | (176,186      | )      |
|                                                                                                                                                                                                                                                                                                                                                    |   |          |       |          |   |          |   |
| Equity per operating limited partnerships’  combined financial statements                                                                                                                                                                                                                                                                          |   | $             | 2,254,783  |          | $      | 2,601,694     |   | $ | 4,594,026 |   |

 

F-40

----

 

Thepartnership's investments in operating limited partnerships at March 31, 2001are summarized as follows:

 
|                                                                                                                                                                                                                                                                                                                                                    |   | **Total**    |        |
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|--------------|-------------|
| Capital contributions paid and to be paid  to operating limited partnerships, net of tax credit adjusters                                                                                                                                                                                                                                               |   | $            | 133,408,806 |   |
|                                                                                                                                                                                                                                                                                                                                                    |   |         |        |
| Acquisition costs of operating limited  partnerships                                                                                                                                                                                                                                                                                                    |   | 22,387,381   |        |
|                                                                                                                                                                                                                                                                                                                                                    |   |         |        |
| Cumulative distributions from operating  limited partnerships                                                                                                                                                                                                                                                                                           |   | (721,450     | )           |
|                                                                                                                                                                                                                                                                                                                                                    |   |         |        |
| Impairment loss in investment in operating  limited partnerships                                                                                                                                                                                                                                                                                        |   | (679,467     | )           |
|                                                                                                                                                                                                                                                                                                                                                    |   |         |        |
| Cumulative losses from operating limited  partnerships                                                                                                                                                                                                                                                                                                  |   | (114,074,407 | )           |
|                                                                                                                                                                                                                                                                                                                                                    |   |         |        |
| Investment in operating limited  partnerships per balance sheets                                                                                                                                                                                                                                                                                        |   | 40,320,863   |        |
|                                                                                                                                                                                                                                                                                                                                                    |   |         |        |
| The  partnership (has recorded) or has not recorded capital contributions to the  operating limited partnerships during the year ended March 31, 2001, which  (have not) have been included in the partnerships’ capital account included  in the operating limited  partnerships’ financial statements as of December 31, 2000 (see note A). |   | (1,145,362   | )           |
|                                                                                                                                                                                                                                                                                                                                                    |   |         |        |
| The  partnership has recorded acquisition costs at March 31, 2001, which have not  been recorded in the net assets of the  operating limited partnerships (see note A).                                                                                                                                                                                 |   | (2,149,451   | )           |
|                                                                                                                                                                                                                                                                                                                                                    |   |         |        |
| Cumulative  losses from operating limited partnerships for the three months ended March  31, 2001, which the operating limited partnerships have not included in their  capital as of December 31, 2000 due to different year ends (see note A).                                                                                                        |   | 5,109,374    |        |
|                                                                                                                                                                                                                                                                                                                                                    |   |         |        |
| Equity in  losses from operating limited partnerships not recognizable under the equity  method of accounting (see note A).                                                                                                                                                                                                                             |   | (23,359,934  | )           |
|                                                                                                                                                                                                                                                                                                                                                    |   |         |        |
| The  partnership has recorded low-income housing tax credit adjusters not recorded  by operating limited partnerships  (see note A).                                                                                                                                                                                                                    |   | 740,705      |        |
|                                                                                                                                                                                                                                                                                                                                                    |   |         |        |
| Impairment loss in investment in operating  limited partnerships                                                                                                                                                                                                                                                                                        |   | 679,467      |        |
|                                                                                                                                                                                                                                                                                                                                                    |   |         |        |
| Other                                                                                                                                                                                                                                                                                                                                                   |   | 563,971      |        |
|                                                                                                                                                                                                                                                                                                                                                    |   |         |        |
| Equity per operating limited partnerships’  combined financial statements                                                                                                                                                                                                                                                                          |   | $            | 20,759,633  |   |

 

F-41

----

 
|                                                                                                                                                                                                                                                                                                                                                    |   | **Series 7** |       | **Series 9** |   | **Series 10** |   |
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|--------------|------------|--------------|--------|---------------|--------|
|                                                                                                                                                                                                                                                                                                                                                    |   |         |       |         |   |          |   |
| Capital  contributions paid and to be paid to operating limited partnerships,  net of tax credit adjusters                                                                                                                                                                                                                                              |   | $            | 7,486,177  |         | $      | 29,790,412    |   | $ | 17,589,002 |   |
|                                                                                                                                                                                                                                                                                                                                                    |   |         |       |         |   |          |   |
| Acquisition costs of operating limited  partnerships                                                                                                                                                                                                                                                                                                    |   | 1,302,313    |       | 5,201,737    |   | 2,958,341     |   |
|                                                                                                                                                                                                                                                                                                                                                    |   |         |       |         |   |          |   |
| Cumulative distributions from operating  limited partnerships                                                                                                                                                                                                                                                                                           |   | (2,258       | )          | (48,349      | )      | (74,624       | )      |
|                                                                                                                                                                                                                                                                                                                                                    |   |         |       |         |   |          |   |
| Impairment loss in investment in operating  limited partnerships                                                                                                                                                                                                                                                                                        |   | (255,418     | )          | (50,000      | )      | —        |   |
|                                                                                                                                                                                                                                                                                                                                                    |   |         |       |         |   |          |   |
| Cumulative losses from operating limited  partnerships                                                                                                                                                                                                                                                                                                  |   | (8,052,671   | )          | (28,755,089  | )      | (14,056,014   | )      |
|                                                                                                                                                                                                                                                                                                                                                    |   |         |       |         |   |          |   |
| Investment in operating limited  partnerships per balance sheets                                                                                                                                                                                                                                                                                        |   | 478,143      |       | 6,138,711    |   | 6,416,705     |   |
|                                                                                                                                                                                                                                                                                                                                                    |   |         |       |         |   |          |   |
| The  partnership (has recorded) or has not recorded capital contributions to the  operating limited partnerships during the year ended March 31, 2001, which  (have not) have been included in the partnerships’ capital account included  in the operating limited partnerships’ financial  statements as of December 31, 2000 (see note A). |   | 24,274       |       | —       |   | —        |   |
|                                                                                                                                                                                                                                                                                                                                                    |   |         |       |         |   |          |   |
| The  partnership has recorded acquisition costs at March 31, 2001, which have not  been recorded in the net assets of  the operating limited partnerships (see note A).                                                                                                                                                                                 |   | (465,577     | )          | 185,244      |   | (9,836        | )      |
|                                                                                                                                                                                                                                                                                                                                                    |   |         |       |         |   |          |   |
| Cumulative  losses from operating limited partnerships for the three months ended March  31, 2001, which the operating limited partnerships have not included in their  capital as of December 31, 2000 due  to different year ends (see note A).                                                                                                       |   | 125,066      |       | 1,134,799    |   | 776,692       |   |
|                                                                                                                                                                                                                                                                                                                                                    |   |         |       |         |   |          |   |
| Equity in  losses from operating limited partnerships not recognizable under the equity  method of accounting (see note A).                                                                                                                                                                                                                             |   | (2,539,695   | )          | (6,925,644   | )      | (3,096,219    | )      |
|                                                                                                                                                                                                                                                                                                                                                    |   |         |       |         |   |          |   |
| The  partnership has recorded low-income housing tax credit adjusters not recorded  by operating limited partnerships  (see note A).                                                                                                                                                                                                                    |   | (11,992      | )          | 38,655       |   | 85,358        |   |
|                                                                                                                                                                                                                                                                                                                                                    |   |         |       |         |   |          |   |
| Impairment loss in investment in operating  limited partnerships                                                                                                                                                                                                                                                                                        |   | 255,418      |       | 50,000       |   | —        |   |
|                                                                                                                                                                                                                                                                                                                                                    |   |         |       |         |   |          |   |
| Other                                                                                                                                                                                                                                                                                                                                                   |   | (34,727      | )          | 691,221      |   | (13,046       | )      |
|                                                                                                                                                                                                                                                                                                                                                    |   |         |       |         |   |          |   |
| Equity per operating limited partnerships’  combined financial statements                                                                                                                                                                                                                                                                          |   | $            | (2,169,090 | )            | $      | 1,312,986     |   | $ | 4,159,654 |   |

 

F-42

----

 
|                                                                                                                                                                                                                                                                                                                                                    |   | **Series 11** |       | **Series 12** |   | **Series 14** |   |
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|---------------|------------|---------------|--------|---------------|--------|
|                                                                                                                                                                                                                                                                                                                                                    |   |          |       |          |   |          |   |
| Capital  contributions paid and to be paid to operating limited partnerships, net of  tax credit adjusters                                                                                                                                                                                                                                              |   | $             | 17,673,218 |          | $      | 21,360,612    |   | $ | 39,509,385 |   |
|                                                                                                                                                                                                                                                                                                                                                    |   |          |       |          |   |          |   |
| Acquisition  costs of operating limited  partnerships                                                                                                                                                                                                                                                                                                   |   | 3,069,084     |       | 3,398,377     |   | 6,457,529     |   |
|                                                                                                                                                                                                                                                                                                                                                    |   |          |       |          |   |          |   |
| Cumulative  distributions from operating  limited partnerships                                                                                                                                                                                                                                                                                          |   | (397,924      | )          | (52,462       | )      | (145,833      | )      |
|                                                                                                                                                                                                                                                                                                                                                    |   |          |       |          |   |          |   |
| Impairment  loss in investment in operating  limited partnerships                                                                                                                                                                                                                                                                                       |   | (245,432      | )          | (128,617      | )      | —        |   |
|                                                                                                                                                                                                                                                                                                                                                    |   |          |       |          |   |          |   |
| Cumulative  losses from operating limited  partnerships                                                                                                                                                                                                                                                                                                 |   | (12,889,818   | )          | (17,334,227   | )      | (32,986,588   | )      |
|                                                                                                                                                                                                                                                                                                                                                    |   |          |       |          |   |          |   |
| Investment  in operating limited partnerships  per balance sheets                                                                                                                                                                                                                                                                                       |   | 7,209,128     |       | 7,243,683     |   | 12,834,493    |   |
|                                                                                                                                                                                                                                                                                                                                                    |   |          |       |          |   |          |   |
| The  partnership (has recorded) or has not recorded capital contributions to the  operating limited partnerships during the year ended  March 31, 2001, which (have not) have been included in the partnerships’  capital account included in the operating limited partnerships’ financial  statements as of December 31, 2000 (see note A). |   | (10,000       | )          | (631,467      | )      | (528,169      | )      |
|                                                                                                                                                                                                                                                                                                                                                    |   |          |       |          |   |          |   |
| The  partnership has recorded acquisition costs at March 31, 2001, which have not  been recorded in the net assets of the operating limited partnerships (see  note A).                                                                                                                                                                                 |   | (460,597      | )          | (312,956      | )      | (1,085,729    | )      |
|                                                                                                                                                                                                                                                                                                                                                    |   |          |       |          |   |          |   |
| Cumulative  losses from operating limited partnerships for the three months ended March  31, 2001, which the operating limited partnerships  have not included in their capital as of December 31, 2000 due to different  year ends (see note A).                                                                                                       |   | 721,702       |       | 613,706       |   | 1,737,409     |   |
|                                                                                                                                                                                                                                                                                                                                                    |   |          |       |          |   |          |   |
| Equity in  losses from operating limited partnerships  not recognizable under the equity method of accounting (see note A).                                                                                                                                                                                                                             |   | (3,654,264    | )          | (2,675,548    | )      | (4,468,564    | )      |
|                                                                                                                                                                                                                                                                                                                                                    |   |          |       |          |   |          |   |
| The  partnership has recorded low-income housing tax credit adjusters not recorded  by operating limited partnerships (see note A).                                                                                                                                                                                                                     |   | 112,536       |       | 192,211       |   | 323,937       |   |
|                                                                                                                                                                                                                                                                                                                                                    |   |          |       |          |   |          |   |
| Impairment  loss in investment in operating limited  partnerships                                                                                                                                                                                                                                                                                       |   | 245,432       |       | 128,617       |   | —        |   |
|                                                                                                                                                                                                                                                                                                                                                    |   |          |       |          |   |          |   |
| Other                                                                                                                                                                                                                                                                                                                                                   |   | (17,208       | )          | 101,564       |   | (163,833      | )      |
|                                                                                                                                                                                                                                                                                                                                                    |   |          |       |          |   |          |   |
| Equity per  operating limited partnerships’ combined  financial statements                                                                                                                                                                                                                                                                         |   | $             | 4,146,729  |          | $      | 4,659,810     |   | $ | 8,649,544 |   |

 

F-43

----

 

The combined summarized balance sheets of theoperating limited partnerships in which Series 7, 9 through 12, and 14 hold aninterest at December 31, 2001 are as follows:

 

COMBINED SUMMARIZED BALANCE SHEETS

 
|                                                         |   | **Total**   |        | **Series 7** |   | **Series 9** |   | **Series 10** |       |
|--------------------------------------------------------------|--------|-------------|-------------|--------------|--------|--------------|--------|---------------|------------|
| ASSETS                                                       |   |        |        |         |   |         |   |          |       |
|                                                         |   |        |        |         |   |         |   |          |       |
| Buildings and improvements, net of  accumulated depreciation |   | $           | 416,349,008 |         | $      | 18,171,764   |   | $             | 80,006,764 |   | $ | 49,619,185 |   |
| Land                                                         |   | 31,017,252  |        | 1,791,570    |   | 6,000,829    |   | 4,039,887     |       |
| Other assets                                                 |   | 44,186,199  |        | 1,924,255    |   | 7,795,580    |   | 6,920,038     |       |
|                                                         |   |        |        |         |   |         |   |          |       |
|                                                         |   | $           | 491,552,459 |         | $      | 21,887,589   |   | $             | 93,803,173 |   | $ | 60,579,110 |   |
|                                                         |   |        |        |         |   |         |   |          |       |
| LIABILITIES  AND PARTNERS’ CAPITAL                      |   |        |        |         |   |         |   |          |       |
|                                                         |   |        |        |         |   |         |   |          |       |
| Mortgages and construction loans payable                     |   | $           | 407,105,066 |         | $      | 19,698,193   |   | $             | 85,725,136 |   | $ | 52,972,430 |   |
| Accounts payable and accrued expenses                        |   | 14,632,768  |        | 2,680,424    |   | 3,648,372    |   | 971,936       |       |
| Other liabilities                                            |   | 29,467,905  |        | 764,596      |   | 5,979,942    |   | 2,243,070     |       |
|                                                         |   |        |        |         |   |         |   |          |       |
|                                                         |   | 451,205,739 |        | 23,143,213   |   | 95,353,450   |   | 56,187,436    |       |
| PARTNERS’ CAPITAL                                       |   |        |        |         |   |         |   |          |       |
| Boston Capital Tax Credit Fund II Limited  Partnership       |   | 7,520,225   |        | (2,812,560   | )      | (1,961,465   | )      | 2,843,747     |       |
| Other partners                                               |   | 32,826,495  |        | 1,556,936    |   | 411,188      |   | 1,547,927     |       |
|                                                         |   |        |        |         |   |         |   |          |       |
|                                                         |   | 40,346,720  |        | (1,255,624   | )      | (1,550,277   | )      | 4,391,674     |       |
|                                                         |   |        |        |         |   |         |   |          |       |
|                                                         |   | $           | 491,552,459 |         | $      | 21,887,589   |   | $             | 93,803,173 |   | $ | 60,579,110 |   |

 

F-44

----

 
|                                                         |   | **Series 11** |       | **Series 12** |   | **Series 14** |   |
|--------------------------------------------------------------|--------|---------------|------------|---------------|--------|---------------|--------|
| ASSETS                                                       |   |          |       |          |   |          |   |
|                                                         |   |          |       |          |   |          |   |
| Buildings and improvements, net of  accumulated depreciation |   | $             | 49,904,202 |          | $      | 74,171,381    |   | $ | 144,475,712 |   |
| Land                                                         |   | 3,234,637     |       | 4,814,335     |   | 11,135,994    |   |
| Other assets                                                 |   | 6,538,274     |       | 6,896,518     |   | 14,111,534    |   |
|                                                         |   |          |       |          |   |          |   |
|                                                         |   | $             | 59,677,113 |          | $      | 85,882,234    |   | $ | 169,723,240 |   |
|                                                         |   |          |       |          |   |          |   |
| LIABILITIES  AND PARTNERS’ CAPITAL                      |   |          |       |          |   |          |   |
|                                                         |   |          |       |          |   |          |   |
| Mortgages and construction loans payable                     |   | $             | 49,888,508 |          | $      | 65,381,596    |   | $ | 133,439,203 |   |
| Accounts payable and accrued expenses                        |   | 1,390,664     |       | 2,058,762     |   | 3,882,610     |   |
| Other liabilities                                            |   | 3,796,421     |       | 5,840,032     |   | 10,843,844    |   |
|                                                         |   |          |       |          |   |          |   |
|                                                         |   | 55,075,593    |       | 73,280,390    |   | 148,165,657   |   |
| PARTNERS’ CAPITAL                                       |   |          |       |          |   |          |   |
| Boston Capital Tax Credit Fund II Limited  Partnership       |   | 2,254,783     |       | 2,601,694     |   | 4,594,026     |   |
| Other partners                                               |   | 2,346,737     |       | 10,000,150    |   | 16,963,557    |   |
|                                                         |   |          |       |          |   |          |   |
|                                                         |   | 4,601,520     |       | 12,601,844    |   | 21,557,583    |   |
|                                                         |   |          |       |          |   |          |   |
|                                                         |   | $             | 59,677,113 |          | $      | 85,882,234    |   | $ | 169,723,240 |   |

 

F-45

----

 

The combinedsummarized balance sheets of the operating limited partnerships in which Series7, 9 through 12, and 14 hold an interest at December 31, 2000 as follows.

 

COMBINED SUMMARIZED BALANCE SHEETS

 
|                                                         |   | **Total**   |        | **Series 7** |   | **Series 9** |   | **Series 10** |       |
|--------------------------------------------------------------|--------|-------------|-------------|--------------|--------|--------------|--------|---------------|------------|
| ASSETS                                                       |   |        |        |         |   |         |   |          |       |
|                                                         |   |        |        |         |   |         |   |          |       |
| Buildings and improvements, net of  accumulated depreciation |   | $           | 433,885,638 |         | $      | 18,787,325   |   | $             | 83,573,673 |   | $ | 51,990,712 |   |
| Land                                                         |   | 30,998,550  |        | 1,791,570    |   | 5,999,490    |   | 4,039,057     |       |
| Other assets                                                 |   | 42,946,021  |        | 1,659,072    |   | 7,631,042    |   | 6,805,271     |       |
|                                                         |   |        |        |         |   |         |   |          |       |
|                                                         |   | $           | 507,830,209 |         | $      | 22,237,967   |   | $             | 97,204,205 |   | $ | 62,835,040 |   |
|                                                         |   |        |        |         |   |         |   |          |       |
| LIABILITIES  AND PARTNERS’ CAPITAL                      |   |        |        |         |   |         |   |          |       |
|                                                         |   |        |        |         |   |         |   |          |       |
| Mortgages and construction loans payable                     |   | $           | 407,808,853 |         | $      | 18,150,709   |   | $             | 85,625,358 |   | $ | 53,702,465 |   |
| Accounts payable and accrued expenses                        |   | 13,922,254  |        | 2,328,448    |   | 3,619,148    |   | 881,741       |       |
| Other liabilities                                            |   | 28,910,260  |        | 2,052,274    |   | 5,557,068    |   | 2,262,334     |       |
|                                                         |   |        |        |         |   |         |   |          |       |
|                                                         |   | 450,641,367 |        | 22,531,431   |   | 94,801,574   |   | 56,846,540    |       |
| PARTNERS’ CAPITAL                                       |   |        |        |         |   |         |   |          |       |
| Boston Capital Tax Credit Fund II Limited  Partnership       |   | 20,759,633  |        | (2,169,090   | )      | 1,312,986    |   | 4,159,654     |       |
| Other partners                                               |   | 36,429,209  |        | 1,875,626    |   | 1,089,645    |   | 1,828,846     |       |
|                                                         |   |        |        |         |   |         |   |          |       |
|                                                         |   | 57,188,842  |        | (293,464     | )      | 2,402,631    |   | 5,988,500     |       |
|                                                         |   |        |        |         |   |         |   |          |       |
|                                                         |   | $           | 507,830,209 |         | $      | 22,237,967   |   | $             | 97,204,205 |   | $ | 62,835,040 |   |

 

F-46

----

 
|                                                         |   | **Series 11** |       | **Series 12** |   | **Series 14** |   |
|--------------------------------------------------------------|--------|---------------|------------|---------------|--------|---------------|--------|
| ASSETS                                                       |   |          |       |          |   |          |   |
|                                                         |   |          |       |          |   |          |   |
| Buildings and improvements, net of  accumulated depreciation |   | $             | 52,249,709 |          | $      | 77,003,879    |   | $ | 150,280,340 |   |
| Land                                                         |   | 3,234,637     |       | 4,814,335     |   | 11,119,461    |   |
| Other assets                                                 |   | 6,409,192     |       | 6,564,207     |   | 13,877,237    |   |
|                                                         |   |          |       |          |   |          |   |
|                                                         |   | $             | 61,893,538 |          | $      | 88,382,421    |   | $ | 175,277,038 |   |
|                                                         |   |          |       |          |   |          |   |
| LIABILITIES  AND PARTNERS’ CAPITAL                      |   |          |       |          |   |          |   |
|                                                         |   |          |       |          |   |          |   |
| Mortgages and construction loans payable                     |   | $             | 50,409,957 |          | $      | 65,568,146    |   | $ | 134,352,218 |   |
| Accounts payable and accrued expenses                        |   | 1,634,317     |       | 1,862,962     |   | 3,595,638     |   |
| Other liabilities                                            |   | 3,119,522     |       | 5,548,658     |   | 10,370,404    |   |
|                                                         |   |          |       |          |   |          |   |
|                                                         |   | 55,163,796    |       | 72,979,766    |   | 148,318,260   |   |
| PARTNERS’ CAPITAL                                       |   |          |       |          |   |          |   |
| Boston Capital Tax Credit Fund II Limited  Partnership       |   | 4,146,729     |       | 4,659,810     |   | 8,649,544     |   |
| Other partners                                               |   | 2,583,013     |       | 10,742,845    |   | 18,309,234    |   |
|                                                         |   |          |       |          |   |          |   |
|                                                         |   | 6,729,742     |       | 15,402,655    |   | 26,958,778    |   |
|                                                         |   |          |       |          |   |          |   |
|                                                         |   | $             | 61,893,538 |          | $      | 88,382,421    |   | $ | 175,277,038 |   |

 

F-47

----

 

The combinedsummarized statements of operations of the operating limited partnerships forthe year ended December 31, 2001 in which Series 7, 9 through 12, and 14 holdan interest as of December 31, 2001 are as follows:

 

COMBINED SUMMARIZED STATEMENTS OF OPERATIONS

 

Year ended December 31, 2001

 
|                                                                          |   | **Total**  |        | **Series 7** |   | **Series 9** |   | **Series 10** |       |
|-------------------------------------------------------------------------------|--------|------------|-------------|--------------|--------|--------------|--------|---------------|------------|
| Revenue                                                                       |   |       |        |         |   |         |   |          |       |
| Rental                                                                        |   | $          | 65,755,211  |         | $      | 3,339,472    |   | $             | 12,373,299 |   | $ | 8,888,925 |   |
| Interest and other                                                            |   | 2,875,026  |        | 212,543      |   | 606,123      |   | 434,234       |       |
|                                                                          |   |       |        |         |   |         |   |          |       |
|                                                                          |   | 68,630,237 |        | 3,552,015    |   | 12,979,422   |   | 9,323,159     |       |
| Expenses                                                                      |   |       |        |         |   |         |   |          |       |
| Interest                                                                      |   | 20,250,800 |        | 1,200,917    |   | 4,077,041    |   | 2,296,944     |       |
| Depreciation and amortization                                                 |   | 20,616,258 |        | 1,005,268    |   | 4,254,573    |   | 2,650,220     |       |
| Taxes and insurance                                                           |   | 9,020,398  |        | 443,966      |   | 1,905,278    |   | 1,310,610     |       |
| Repairs and maintenance                                                       |   | 12,517,206 |        | 706,795      |   | 2,467,833    |   | 1,628,852     |       |
| Operating expenses                                                            |   | 20,505,844 |        | 1,028,074    |   | 4,041,810    |   | 2,652,921     |       |
| Other expenses                                                                |   | 2,058,125  |        | 68,505       |   | 235,909      |   | 213,522       |       |
|                                                                          |   |       |        |         |   |         |   |          |       |
|                                                                          |   | 84,968,631 |        | 4,453,525    |   | 16,982,444   |   | 10,753,069    |       |
|                                                                          |   |       |        |         |   |         |   |          |       |
| NET LOSS                                                                      |   | $          | (16,338,394 | )            | $      | (901,510     | )      | $             | (4,003,022 | ) | $ | (1,429,910 | ) |
|                                                                          |   |       |        |         |   |         |   |          |       |
| Net loss allocated to Boston Capital Tax  Credit Fund II Limited Partnership* |   | $          | (13,176,144 | )            | $      | (646,384     | )      | $             | (3,306,736 | ) | $ | (1,304,113 | ) |
|                                                                          |   |       |        |         |   |         |   |          |       |
| Net loss allocated to other partners                                          |   | $          | (3,162,250  | )            | $      | (255,126     | )      | $             | (696,286   | ) | $ | (125,797 | ) |

 

----

*           Amountsinclude $432,077, $2,037,097, $904,450, $1,086,283, $1,080,257 and $1,820,647for Series 7, Series 9, Series 10, Series 11, Series 12 and Series 14,respectively, of loss not recognized under the equity method of accounting asdescribed in note A.

 

F-48

----

 
|                                                                          |   | **Series 11** |       | **Series 12** |   | **Series 14** |   |
|-------------------------------------------------------------------------------|--------|---------------|------------|---------------|--------|---------------|--------|
| Revenue                                                                       |   |          |       |          |   |          |   |
| Rental                                                                        |   | $             | 8,131,418  |          | $      | 10,717,371    |   | $ | 22,304,726 |   |
| Interest and other                                                            |   | 352,222       |       | 479,664       |   | 790,240       |   |
|                                                                          |   |          |       |          |   |          |   |
|                                                                          |   | 8,483,640     |       | 11,197,035    |   | 23,094,966    |   |
| Expenses                                                                      |   |          |       |          |   |          |   |
| Interest                                                                      |   | 2,397,929     |       | 3,190,304     |   | 7,087,665     |   |
| Depreciation and amortization                                                 |   | 2,757,845     |       | 3,391,766     |   | 6,556,586     |   |
| Taxes and insurance                                                           |   | 1,175,099     |       | 1,449,498     |   | 2,735,947     |   |
| Repairs and maintenance                                                       |   | 1,530,664     |       | 2,041,067     |   | 4,141,995     |   |
| Operating expenses                                                            |   | 2,340,062     |       | 3,487,717     |   | 6,955,260     |   |
| Other expenses                                                                |   | 274,878       |       | 417,262       |   | 848,049       |   |
|                                                                          |   |          |       |          |   |          |   |
|                                                                          |   | 10,476,477    |       | 13,977,614    |   | 28,325,502    |   |
|                                                                          |   |          |       |          |   |          |   |
| NET LOSS                                                                      |   | $             | (1,992,837 | )             | $      | (2,780,579    | )      | $ | (5,230,536 | ) |
|                                                                          |   |          |       |          |   |          |   |
| Net loss allocated to Boston Capital Tax  Credit Fund II Limited Partnership* |   | $             | (1,839,597 | )             | $      | (2,049,818    | )      | $ | (4,029,496 | ) |
|                                                                          |   |          |       |          |   |          |   |
| Net loss allocated to other partners                                          |   | $             | (153,240   | )             | $      | (730,761      | )      | $ | (1,201,040 | ) |

 

----

*           Amountsinclude $432,077, $2,037,097, $904,450, $1,086,283, $1,080,257 and $1,820,647for Series 7, Series 9, Series 10, Series 11, Series 12 and Series 14,respectively, of loss not recognized under the equity method of accounting asdescribed in note A.

 

F-49

----

 

The combinedsummarized statements of operations of the operating limited partnerships forthe year ended December 31, 2000 in which Series 7, 9 through 12, and 14 holdan interest as of December 31, 2000 are as follows:

 

COMBINED SUMMARIZED STATEMENTS OF OPERATIONS

 

Year ended December 31, 2000

 
|                                                                          |   | **Total**  |        | **Series 7** |   | **Series 9** |   | **Series 10** |       |
|-------------------------------------------------------------------------------|--------|------------|-------------|--------------|--------|--------------|--------|---------------|------------|
| Revenue                                                                       |   |       |        |         |   |         |   |          |       |
| Rental                                                                        |   | $          | 64,974,486  |         | $      | 3,253,993    |   | $             | 12,473,614 |   | $ | 8,931,237 |   |
| Interest and other                                                            |   | 3,447,545  |        | 128,823      |   | 788,045      |   | 411,547       |       |
|                                                                          |   |       |        |         |   |         |   |          |       |
|                                                                          |   | 68,422,031 |        | 3,382,816    |   | 13,261,659   |   | 9,342,784     |       |
| Expenses                                                                      |   |       |        |         |   |         |   |          |       |
| Interest                                                                      |   | 21,621,902 |        | 1,391,032    |   | 4,466,811    |   | 2,516,030     |       |
| Depreciation and amortization                                                 |   | 20,506,131 |        | 951,462      |   | 4,247,705    |   | 2,631,841     |       |
| Taxes and insurance                                                           |   | 8,174,087  |        | 405,124      |   | 1,723,830    |   | 1,253,343     |       |
| Repairs and maintenance                                                       |   | 11,432,755 |        | 563,321      |   | 2,165,434    |   | 1,553,829     |       |
| Operating expenses                                                            |   | 19,408,889 |        | 973,314      |   | 3,640,176    |   | 2,541,957     |       |
| Other expenses                                                                |   | 2,573,981  |        | 93,704       |   | 349,996      |   | 207,572       |       |
|                                                                          |   |       |        |         |   |         |   |          |       |
|                                                                          |   | 83,717,745 |        | 4,377,957    |   | 16,593,952   |   | 10,704,572    |       |
|                                                                          |   |       |        |         |   |         |   |          |       |
| NET LOSS                                                                      |   | $          | (15,295,714 | )            | $      | (995,141     | )      | $             | (3,332,293 | ) | $ | (1,361,788 | ) |
|                                                                          |   |       |        |         |   |         |   |          |       |
| Net loss allocated to Boston Capital Tax  Credit Fund II Limited Partnership* |   | $          | (12,123,829 | )            | $      | (661,714     | )      | $             | (2,944,474 | ) | $ | (1,259,939 | ) |
|                                                                          |   |       |        |         |   |         |   |          |       |
| Net loss allocated to other partners                                          |   | $          | (3,171,885  | )            | $      | (333,427     | )      | $             | (387,819   | ) | $ | (101,849 | ) |

 

----

*           Amountsinclude $434,737, $1,647,521, $813,833, $1,004,203, $866,986 and $1,375,473 forSeries 7, Series 9, Series 10, Series 11, Series 12 and Series 14,respectively, of loss not recognized under the equity method of accounting asdescribed in note A.

 

F-50

----

 
|                                                                          |   | **Series 11** |       | **Series 12** |   | **Series 14** |   |
|-------------------------------------------------------------------------------|--------|---------------|------------|---------------|--------|---------------|--------|
| Revenue                                                                       |   |          |       |          |   |          |   |
| Rental                                                                        |   | $             | 8,273,821  |          | $      | 10,444,678    |   | $ | 21,597,143 |   |
| Interest and other                                                            |   | 363,929       |       | 750,255       |   | 1,004,946     |   |
|                                                                          |   |          |       |          |   |          |   |
|                                                                          |   | 8,637,750     |       | 11,194,933    |   | 22,602,089    |   |
| Expenses                                                                      |   |          |       |          |   |          |   |
| Interest                                                                      |   | 2,666,118     |       | 3,144,929     |   | 7,436,982     |   |
| Depreciation and amortization                                                 |   | 2,737,859     |       | 3,380,169     |   | 6,557,095     |   |
| Taxes and insurance                                                           |   | 1,027,002     |       | 1,318,333     |   | 2,446,455     |   |
| Repairs and maintenance                                                       |   | 1,437,278     |       | 1,892,699     |   | 3,820,194     |   |
| Operating expenses                                                            |   | 2,401,997     |       | 3,282,641     |   | 6,568,804     |   |
| Other expenses                                                                |   | 238,940       |       | 849,942       |   | 833,827       |   |
|                                                                          |   |          |       |          |   |          |   |
|                                                                          |   | 10,509,194    |       | 13,868,713    |   | 27,663,357    |   |
|                                                                          |   |          |       |          |   |          |   |
| NET LOSS                                                                      |   | $             | (1,871,444 | )             | $      | (2,673,780    | )      | $ | (5,061,268 | ) |
|                                                                          |   |          |       |          |   |          |   |
| Net loss allocated to Boston Capital Tax  Credit Fund II Limited Partnership* |   | $             | (1,666,210 | )             | $      | (1,903,136    | )      | $ | (3,688,356 | ) |
|                                                                          |   |          |       |          |   |          |   |
| Net loss allocated to other partners                                          |   | $             | (205,234   | )             | $      | (770,644      | )      | $ | (1,372,912 | ) |

 

----

*           Amountsinclude $434,737, $1,647,521, $813,833, $1,004,203, $866,986 and $1,375,473 forSeries 7, Series 9, Series 10, Series 11, Series 12 and Series 14,respectively, of loss not recognized under the equity method of accounting asdescribed in note A.

 

F-51

----

 

The combinedsummarized statements of operations of the operating limited partnerships forthe year ended December 31, 1999 in which Series 7, 9 through 12, and 14 holdan interest as of December 31, 1999 are as follows:

 

COMBINED SUMMARIZED STATEMENTS OF OPERATIONS

 

Year ended December 31, 1999

 
|                                                                          |   | **Total**  |        | **Series 7** |   | **Series 9** |   | **Series 10** |       |
|-------------------------------------------------------------------------------|--------|------------|-------------|--------------|--------|--------------|--------|---------------|------------|
| Revenue                                                                       |   |       |        |         |   |         |   |          |       |
| Rental                                                                        |   | $          | 63,846,645  |         | $      | 3,198,783    |   | $             | 12,131,522 |   | $ | 8,576,039 |   |
| Interest and other                                                            |   | 3,256,054  |        | 90,314       |   | 595,414      |   | 588,663       |       |
|                                                                          |   |       |        |         |   |         |   |          |       |
|                                                                          |   | 67,102,699 |        | 3,289,097    |   | 12,726,936   |   | 9,164,702     |       |
| Expenses                                                                      |   |       |        |         |   |         |   |          |       |
| Interest                                                                      |   | 22,777,050 |        | 1,400,516    |   | 4,378,013    |   | 2,576,127     |       |
| Depreciation and amortization                                                 |   | 20,570,970 |        | 954,146      |   | 4,232,077    |   | 2,652,757     |       |
| Taxes and insurance                                                           |   | 7,937,475  |        | 392,109      |   | 1,686,843    |   | 1,188,822     |       |
| Repairs and maintenance                                                       |   | 10,436,830 |        | 542,954      |   | 2,022,076    |   | 1,397,153     |       |
| Operating expenses                                                            |   | 18,263,164 |        | 938,139      |   | 3,496,085    |   | 2,336,476     |       |
| Other expenses                                                                |   | 2,030,899  |        | 94,198       |   | 543,570      |   | 224,439       |       |
|                                                                          |   |       |        |         |   |         |   |          |       |
|                                                                          |   | 82,016,388 |        | 4,322,062    |   | 16,358,664   |   | 10,375,774    |       |
|                                                                          |   |       |        |         |   |         |   |          |       |
| NET LOSS                                                                      |   | $          | (14,913,689 | )            | $      | (1,032,965   | )      | $             | (3,631,728 | ) | $ | (1,211,072 | ) |
|                                                                          |   |       |        |         |   |         |   |          |       |
| Net loss allocated to Boston Capital Tax  Credit Fund II Limited Partnership* |   | $          | (10,992,706 | )            | $      | (710,486     | )      | $             | (2,939,972 | ) | $ | (993,555 | ) |
|                                                                          |   |       |        |         |   |         |   |          |       |
| Net loss allocated to other partners                                          |   | $          | (3,920,983  | )            | $      | (322,479     | )      | $             | (691,756   | ) | $ | (217,517 | ) |

 

----

*           Amountsinclude $441,358, $1,352,460, $586,411, $864,736, $585,709 and $1,163,799 forSeries 7, Series 9, Series 10, Series 11, Series 12 and Series 14,respectively, of loss not recognized under the equity method of accounting asdescribed in note A.

 

F-52

----

 
|                                                                          |   | **Series 11** |       | **Series 12** |   | **Series 14** |   |
|-------------------------------------------------------------------------------|--------|---------------|------------|---------------|--------|---------------|--------|
| Revenue                                                                       |   |          |       |          |   |          |   |
| Rental                                                                        |   | $             | 8,024,284  |          | $      | 10,580,662    |   | $ | 21,335,355 |   |
| Interest and other                                                            |   | 340,068       |       | 539,965       |   | 1,101,630     |   |
|                                                                          |   |          |       |          |   |          |   |
|                                                                          |   | 8,364,352     |       | 11,120,627    |   | 22,436,985    |   |
| Expenses                                                                      |   |          |       |          |   |          |   |
| Interest                                                                      |   | 2,726,935     |       | 3,852,134     |   | 7,843,325     |   |
| Depreciation and amortization                                                 |   | 2,727,085     |       | 3,417,859     |   | 6,587,046     |   |
| Taxes and insurance                                                           |   | 1,026,793     |       | 1,254,098     |   | 2,388,810     |   |
| Repairs and maintenance                                                       |   | 1,204,426     |       | 1,741,594     |   | 3,528,627     |   |
| Operating expenses                                                            |   | 2,362,501     |       | 3,125,927     |   | 6,004,036     |   |
| Other expenses                                                                |   | 145,807       |       | 324,495       |   | 698,390       |   |
|                                                                          |   |          |       |          |   |          |   |
|                                                                          |   | 10,193,547    |       | 13,716,107    |   | 27,050,234    |   |
|                                                                          |   |          |       |          |   |          |   |
| NET LOSS                                                                      |   | $             | (1,829,195 | )             | $      | (2,595,480    | )      | $ | (4,613,249 | ) |
|                                                                          |   |          |       |          |   |          |   |
| Net loss allocated to Boston Capital Tax  Credit Fund II Limited Partnership* |   | $             | (1,502,670 | )             | $      | (1,583,737    | )      | $ | (3,262,286 | ) |
|                                                                          |   |          |       |          |   |          |   |
| Net loss allocated to other partners                                          |   | $             | (326,525   | )             | $      | (1,011,743    | )      | $ | (1,350,963 | ) |

 

----

*           Amountsinclude $441,358, $1,352,460, $586,411, $864,736, $585,709 and $1,163,799 forSeries 7, Series 9, Series 10, Series 11, Series 12 and Series 14,respectively, of loss not recognized under the equity method of accounting asdescribed in note A.

 

F-53

----

 

NOTE D - RECONCILIATION OFFINANCIAL STATEMENT NET LOSS TO INCOME TAX RETURN

 

For income taxpurposes, the partnership reports using a December 31 year end.  The partnership’s net loss for financialreporting and tax return purposes for the year ended March 31, 2002 isreconciled as follows:

 
|                                                                                                      |   | **Total**  |        | **Series 7** |   | **Series 9** |   | **Series 10** |       |
|-----------------------------------------------------------------------------------------------------------|--------|------------|-------------|--------------|--------|--------------|--------|---------------|------------|
| Net loss for financial reporting purposes, March 31, 2002                                                 |   | $          | (8,401,970  | )            | $      | (330,458     | )      | $             | (1,852,344 | ) | $ | (776,783 | ) |
|                                                                                                      |   |       |        |         |   |         |   |          |       |
| Operating limited partnership rents received in advance                                                   |   | (53,708    | )           | (259         | )      | (24,913      | )      | (3,602        | )          |
|                                                                                                      |   |       |        |         |   |         |   |          |       |
| Partnership management fees not recognized for tax purposes                                               |   | 2,494,378  |        | 104,771      |   | 568,607      |   | 355,512       |       |
|                                                                                                      |   |       |        |         |   |         |   |          |       |
| Other                                                                                                     |   | 1,008,212  |        | 145,722      |   | 693,325      |   | (101,526      | )          |
|                                                                                                      |   |       |        |         |   |         |   |          |       |
| Operating limited partnership loss not allowed for financial reporting  under equity method of accounting |   | (7,360,771 | )           | (432,075     | )      | (2,037,098   | )      | (904,443      | )          |
|                                                                                                      |   |       |        |         |   |         |   |          |       |
| Excess of tax depreciation over book depreciation on operating  limited partnership assets                |   | (2,039,881 | )           | (221,389     | )      | (312,660     | )      | (167,308      | )          |
|                                                                                                      |   |       |        |         |   |         |   |          |       |
| Difference due to fiscal year for book purposes and calendar year for  tax purposes                       |   | 18,934     |        | (7,611       | )      | (5,246       | )      | 6,606         |       |
|                                                                                                      |   |       |        |         |   |         |   |          |       |
| Loss for tax return purposes, December 31, 2001                                                           |   | $          | (14,334,806 | )            | $      | (741,299     | )      | $             | (2,970,329 | ) | $ | (1,591,544 | ) |

 

F-54

----

 
|                                                                                                      |   | **Series 11** |       | **Series 12** |   | **Series 14** |   |
|-----------------------------------------------------------------------------------------------------------|--------|---------------|------------|---------------|--------|---------------|--------|
| Net loss for financial reporting purposes, March 31, 2002                                                 |   | $             | (1,092,685 | )             | $      | (1,399,827    | )      | $ | (2,949,873 | ) |
|                                                                                                      |   |          |       |          |   |          |   |
| Operating limited partnership rents received in advance                                                   |   | (372          | )          | 7,780         |   | (32,342       | )      |
|                                                                                                      |   |          |       |          |   |          |   |
| Partnership management fees not recognized for tax purposes                                               |   | 325,680       |       | 383,268       |   | 756,540       |   |
|                                                                                                      |   |          |       |          |   |          |   |
| Other                                                                                                     |   | 236,645       |       | (18,688       | )      | 52,734        |   |
|                                                                                                      |   |          |       |          |   |          |   |
| Operating limited partnership loss not allowed for financial  reporting under equity method of accounting |   | (1,086,287    | )          | (1,080,237    | )      | (1,820,631    | )      |
|                                                                                                      |   |          |       |          |   |          |   |
| Excess of tax depreciation over book depreciation on operating  limited partnership assets                |   | (230,490      | )          | (400,228      | )      | (707,806      | )      |
|                                                                                                      |   |          |       |          |   |          |   |
| Difference due to fiscal year for book purposes and calendar year for  tax purposes                       |   | 13,690        |       | 7,359         |   | 4,136         |   |
|                                                                                                      |   |          |       |          |   |          |   |
| Loss for tax return purposes, December 31, 2001                                                           |   | $             | (1,833,819 | )             | $      | (2,500,573    | )      | $ | (4,697,242 | ) |

 

F-55

----

 

For income taxpurposes, the partnership reports using a December 31 year end.  The partnership’s net loss for financialreporting and tax return purposes for the year ended March 31, 2001 isreconciled as follows:

 
|                                                                                                      |   | **Total**  |        | **Series 7** |   | **Series 9** |   | **Series 10** |       |
|-----------------------------------------------------------------------------------------------------------|--------|------------|-------------|--------------|--------|--------------|--------|---------------|------------|
| Net loss for financial reporting purposes, March 31, 2001                                                 |   | $          | (8,754,755  | )            | $      | (353,270     | )      | $             | (1,920,153 | ) | $ | (804,711 | ) |
|                                                                                                      |   |       |        |         |   |         |   |          |       |
| Operating limited partnership rents received in advance                                                   |   | 27,101     |        | —       |   | 18,708       |   | 520           |       |
|                                                                                                      |   |       |        |         |   |         |   |          |       |
| Partnership management fees not recognized for tax purposes                                               |   | 2,509,932  |        | 113,148      |   | 575,784      |   | 355,512       |       |
|                                                                                                      |   |       |        |         |   |         |   |          |       |
| Other                                                                                                     |   | 1,120,798  |        | 128,636      |   | 126,074      |   | 333,782       |       |
|                                                                                                      |   |       |        |         |   |         |   |          |       |
| Operating limited partnership loss not allowed for financial  reporting under equity method of accounting |   | (6,142,757 | )           | (434,738     | )      | (1,647,521   | )      | (813,836      | )          |
|                                                                                                      |   |       |        |         |   |         |   |          |       |
| Impairment loss in investment in operating limited partnership                                            |   | 210,731    |        | —       |   | 50,000       |   | —        |       |
|                                                                                                      |   |       |        |         |   |         |   |          |       |
| Excess of tax depreciation over book depreciation on operating  limited partnership assets                |   | (2,065,567 | )           | (200,185     | )      | (336,780     | )      | (161,176      | )          |
|                                                                                                      |   |       |        |         |   |         |   |          |       |
| Loss on disposal of investment in operating limited partnership                                           |   | —     |        | —       |   | —       |   | —        |       |
|                                                                                                      |   |       |        |         |   |         |   |          |       |
| Difference due to fiscal year for book purposes and calendar year for  tax purposes                       |   | (7,727     | )           | (319         | )      | 2,218        |   | (5,896        | )          |
|                                                                                                      |   |       |        |         |   |         |   |          |       |
| Loss for tax return purposes, December 31, 2000                                                           |   | $          | (13,102,244 | )            | $      | (746,728     | )      | $             | (3,131,670 | ) | $ | (1,095,805 | ) |

 

F-56

----

 
|                                                                                                      |   | **Series 11** |       | **Series 12** |   | **Series 14** |   |
|-----------------------------------------------------------------------------------------------------------|--------|---------------|------------|---------------|--------|---------------|--------|
| Net loss for financial reporting purposes, March 31, 2001                                                 |   | $             | (1,145,099 | )             | $      | (1,454,958    | )      | $ | (3,076,564 | ) |
|                                                                                                      |   |          |       |          |   |          |   |
| Operating limited partnership rents received in advance                                                   |   | 41            |       | 10,717        |   | (2,885        | )      |
|                                                                                                      |   |          |       |          |   |          |   |
| Partnership management fees not recognized for tax purposes                                               |   | 325,680       |       | 383,268       |   | 756,540       |   |
|                                                                                                      |   |          |       |          |   |          |   |
| Other                                                                                                     |   | (112,259      | )          | 475,771       |   | 168,794       |   |
|                                                                                                      |   |          |       |          |   |          |   |
| Operating limited partnership loss not allowed for financial  reporting under equity method of accounting |   | (1,004,203    | )          | (866,987      | )      | (1,375,472    | )      |
|                                                                                                      |   |          |       |          |   |          |   |
| Impairment loss in investment in operating limited partnership                                            |   | 160,731       |       | —        |   | —        |   |
|                                                                                                      |   |          |       |          |   |          |   |
| Excess of tax depreciation over book depreciation on operating  limited partnership assets                |   | (190,013      | )          | (427,077      | )      | (750,336      | )      |
|                                                                                                      |   |          |       |          |   |          |   |
| Loss on disposal of investment in operating limited partnership                                           |   | —        |       | —        |   | —        |   |
|                                                                                                      |   |          |       |          |   |          |   |
| Difference due to fiscal year for book purposes and calendar year for  tax purposes                       |   | 3,639         |       | (249          | )      | (7,120        | )      |
|                                                                                                      |   |          |       |          |   |          |   |
| Loss for tax return purposes, December 31, 2000                                                           |   | $             | (1,961,483 | )             | $      | (1,879,515    | )      | $ | (4,287,043 | ) |

 

F-57

----

 

For income taxpurposes, the partnership reports using a December 31 year end.  The partnership’s net loss for financialreporting and tax return purposes for the year ended March 31, 2000 isreconciled as follows:

 
|                                                                                                      |   | **Total**  |        | **Series 7** |   | **Series 9** |   | **Series 10** |       |
|-----------------------------------------------------------------------------------------------------------|--------|------------|-------------|--------------|--------|--------------|--------|---------------|------------|
| Net loss for financial reporting purposes, March 31, 2000                                                 |   | $          | (8,607,586  | )            | $      | (396,634     | )      | $             | (2,174,379 | ) | $ | (776,221 | ) |
|                                                                                                      |   |       |        |         |   |         |   |          |       |
| Operating limited partnership rents received in advance                                                   |   | 16,222     |        | 380          |   | (957         | )      | 1,051         |       |
|                                                                                                      |   |       |        |         |   |         |   |          |       |
| Partnership management fees not recognized for tax purposes                                               |   | 2,509,932  |        | 113,148      |   | 575,784      |   | 355,512       |       |
|                                                                                                      |   |       |        |         |   |         |   |          |       |
| Other                                                                                                     |   | 119,001    |        | 237,110      |   | 139,223      |   | (247,084      | )          |
|                                                                                                      |   |       |        |         |   |         |   |          |       |
| Operating limited partnership loss not allowed for financial  reporting under equity method of accounting |   | (4,994,473 | )           | (441,358     | )      | (1,352,460   | )      | (586,411      | )          |
|                                                                                                      |   |       |        |         |   |         |   |          |       |
| Impairment loss in investment in operating limited partnership                                            |   | —     |        | —       |   | —       |   | —        |       |
|                                                                                                      |   |       |        |         |   |         |   |          |       |
| Excess of tax depreciation over book depreciation on operating  limited partnership assets                |   | (2,255,516 | )           | (324,971     | )      | (351,493     | )      | (183,982      | )          |
|                                                                                                      |   |       |        |         |   |         |   |          |       |
| Loss on disposal of investment in operating limited partnership                                           |   | —     |        | —       |   | —       |   | —        |       |
|                                                                                                      |   |       |        |         |   |         |   |          |       |
| Difference due to fiscal year for book purposes and calendar year for  tax purposes                       |   | 10,158     |        | (443         | )      | (2,664       | )      | 1,838         |       |
|                                                                                                      |   |       |        |         |   |         |   |          |       |
| Loss for tax return purposes, December 31, 1999                                                           |   | $          | (13,202,262 | )            | $      | (812,768     | )      | $             | (3,166,946 | ) | $ | (1,435,297 | ) |

 

F-58

----

 
|                                                                                                      |   | **Series 11** |       | **Series 12** |   | **Series 14** |   |
|-----------------------------------------------------------------------------------------------------------|--------|---------------|------------|---------------|--------|---------------|--------|
| Net loss for financial reporting purposes, March 31, 2000                                                 |   | $             | (962,203   | )             | $      | (1,426,828    | )      | $ | (2,871,321 | ) |
|                                                                                                      |   |          |       |          |   |          |   |
| Operating limited partnership rents received in advance                                                   |   | —        |       | 8,206         |   | 7,542         |   |
|                                                                                                      |   |          |       |          |   |          |   |
| Partnership management fees not recognized for tax purposes                                               |   | 325,680       |       | 383,268       |   | 756,540       |   |
|                                                                                                      |   |          |       |          |   |          |   |
| Other                                                                                                     |   | 162,143       |       | (86,345       | )      | (86,046       | )      |
|                                                                                                      |   |          |       |          |   |          |   |
| Operating limited partnership loss not allowed for financial  reporting under equity method of accounting |   | (864,736      | )          | (585,709      | )      | (1,163,799    | )      |
|                                                                                                      |   |          |       |          |   |          |   |
| Impairment loss in investment in operating limited partnership                                            |   | —        |       | —        |   | —        |   |
|                                                                                                      |   |          |       |          |   |          |   |
| Excess of tax depreciation over book depreciation on operating  limited partnership assets                |   | (179,775      | )          | (349,598      | )      | (865,697      | )      |
|                                                                                                      |   |          |       |          |   |          |   |
| Loss on disposal of investment in operating limited partnership                                           |   | —        |       | —        |   | —        |   |
|                                                                                                      |   |          |       |          |   |          |   |
| Difference due to fiscal year for book purposes and calendar year for  tax purposes                       |   | (739          | )          | 2,642         |   | 9,524         |   |
|                                                                                                      |   |          |       |          |   |          |   |
| Loss for tax return purposes, December 31, 1999                                                           |   | $             | (1,519,630 | )             | $      | (2,054,364    | )      | $ | (4,213,257 | ) |

 

F-59

----

 

Thedifferences between the investments in operating limited partnerships for taxpurposes and financial statements purposes at March 31, 2002, are as follows: 

 
|                                                                          |   | **Total**  |       | **Series 7** |   | **Series 9** |   | **Series 10** |       |
|-------------------------------------------------------------------------------|--------|------------|------------|--------------|--------|--------------|--------|---------------|------------|
|                                                                          |   |       |       |         |   |         |   |          |       |
| Investments in operating limited partnerships - tax return December  31, 2001 |   | $          | (12,457    | )            | $      | 571,405      |   | $             | (4,290,186 | ) | $ | 1,400,870 |   |
|                                                                          |   |       |       |         |   |         |   |          |       |
| Add back losses not recognized under the equity method                        |   | 30,677,654 |       | 2,968,694    |   | 8,922,870    |   | 4,000,662     |       |
|                                                                          |   |       |       |         |   |         |   |          |       |
| Historic tax credits                                                          |   | 5,105,527  |       | 1,819,802    |   | 240,250      |   | —        |       |
|                                                                          |   |       |       |         |   |         |   |          |       |
| Impairment loss in investment in operating limited partnerships               |   | (679,467   | )          | (255,418     | )      | (50,000      | )      | —        |       |
|                                                                          |   |       |       |         |   |         |   |          |       |
| Less share of loss - three months ended March 31, 2002                        |   | (5,109,374 | )          | (125,066     | )      | (1,134,799   | )      | (776,692      | )          |
|                                                                          |   |       |       |         |   |         |   |          |       |
| Impairment loss not recognized for tax purposes                               |   | (6,953,234 | )          | (2,873,020   | )      | (1,031,360   | )      | —        |       |
|                                                                          |   |       |       |         |   |         |   |          |       |
| Other                                                                         |   | 11,419,106 |       | (1,842,561   | )      | 2,198,806    |   | 1,372,014     |       |
|                                                                          |   |       |       |         |   |         |   |          |       |
| Investments in operating limited partnerships - as reported, March  31, 2002  |   | $          | 34,447,755 |         | $      | 263,836      |   | $             | 4,855,581  |   | $ | 5,996,854 |   |

 

F-60

----

 
|                                                                          |   | **Series 11** |      | **Series 12** |   | **Series 14** |   |
|-------------------------------------------------------------------------------|--------|---------------|-----------|---------------|--------|---------------|--------|
|                                                                          |   |          |      |          |   |          |   |
| Investments in operating limited partnerships - tax return December  31, 2001 |   | $             | 794,878   |          | $      | 615,827       |   | $ | 894,749 |   |
|                                                                          |   |          |      |          |   |          |   |
| Add back losses not recognized under the equity method                        |   | 4,740,551     |      | 3,755,785     |   | 6,289,092     |   |
|                                                                          |   |          |      |          |   |          |   |
| Historic tax credits                                                          |   | 1,281,688     |      | —        |   | 1,763,787     |   |
|                                                                          |   |          |      |          |   |          |   |
| Impairment loss in investment in operating limited partnerships               |   | (245,432      | )         | (128,617      | )      | —        |   |
|                                                                          |   |          |      |          |   |          |   |
| Less share of loss - three months ended March 31, 2002                        |   | (721,702      | )         | (613,706      | )      | (1,737,409    | )      |
|                                                                          |   |          |      |          |   |          |   |
| Impairment loss not recognized for tax purposes                               |   | —        |      | —        |   | (3,048,854    | )      |
|                                                                          |   |          |      |          |   |          |   |
| Other                                                                         |   | 603,669       |      | 2,636,688     |   | 6,450,490     |   |
|                                                                          |   |          |      |          |   |          |   |
| Investments in operating limited partnerships - as reported, March  31, 2002  |   | $             | 6,453,652 |          | $      | 6,265,977     |   | $ | 10,611,855 |   |

 

F-61

----

 
|                                                                          |   | **Total**  |       | **Series 7** |   | **Series 9** |   | **Series 10** |      |
|-------------------------------------------------------------------------------|--------|------------|------------|--------------|--------|--------------|--------|---------------|-----------|
|                                                                          |   |       |       |         |   |         |   |          |      |
| Investments in operating limited partnerships - tax return December  31, 2000 |   | $          | 17,041,175 |         | $      | 1,293,674    |   | $             | 1,335,578 |   | $ | 2,999,869 |   |
|                                                                          |   |       |       |         |   |         |   |          |      |
| Add back losses not recognized under the equity method                        |   | 23,359,934 |       | 2,539,695    |   | 6,925,644    |   | 3,096,219     |      |
|                                                                          |   |       |       |         |   |         |   |          |      |
| Historic tax credits                                                          |   | 5,105,527  |       | 1,819,802    |   | 240,250      |   | —        |      |
|                                                                          |   |       |       |         |   |         |   |          |      |
| Impairment loss in investment in operating limited partnerships               |   | (679,467   | )          | (255,418     | )      | (50,000      | )      | —        |      |
|                                                                          |   |       |       |         |   |         |   |          |      |
| Less share of loss - three months ended March 31, 2001                        |   | (5,109,374 | )          | (125,066     | )      | (1,134,799   | )      | (776,692      | )         |
|                                                                          |   |       |       |         |   |         |   |          |      |
| Impairment loss not recognized for tax purposes                               |   | (6,953,234 | )          | (2,873,020   | )      | (1,031,360   | )      | —        |      |
|                                                                          |   |       |       |         |   |         |   |          |      |
| Other                                                                         |   | 7,556,302  |       | (1,921,524   | )      | (146,602     | )      | 1,097,309     |      |
|                                                                          |   |       |       |         |   |         |   |          |      |
| Investments in operating limited partnerships - as reported, March  31, 2001  |   | $          | 40,320,863 |         | $      | 478,143      |   | $             | 6,138,711 |   | $ | 6,416,705 |   |

 

F-62

----

 
|                                                                          |   | **Series 11** |      | **Series 12** |   | **Series 14** |   |
|-------------------------------------------------------------------------------|--------|---------------|-----------|---------------|--------|---------------|--------|
|                                                                          |   |          |      |          |   |          |   |
| Investments in operating limited partnerships - tax return December  31, 2000 |   | $             | 2,694,792 |          | $      | 3,093,094     |   | $ | 5,624,168 |   |
|                                                                          |   |          |      |          |   |          |   |
| Add back losses not recognized under the equity method                        |   | 3,654,264     |      | 2,675,548     |   | 4,468,564     |   |
|                                                                          |   |          |      |          |   |          |   |
| Historic tax credits                                                          |   | 1,281,688     |      | —        |   | 1,763,787     |   |
|                                                                          |   |          |      |          |   |          |   |
| Impairment loss in investment in operating limited partnerships               |   | (245,432      | )         | (128,617      | )      | —        |   |
|                                                                          |   |          |      |          |   |          |   |
| Less share of loss - three months ended March 31, 2001                        |   | (721,702      | )         | (613,706      | )      | (1,737,409    | )      |
|                                                                          |   |          |      |          |   |          |   |
| Impairment loss not recognized for tax purposes                               |   | —        |      | —        |   | (3,048,854    | )      |
|                                                                          |   |          |      |          |   |          |   |
| Other                                                                         |   | 545,518       |      | 2,217,364     |   | 5,764,237     |   |
|                                                                          |   |          |      |          |   |          |   |
| Investments in operating limited partnerships - as reported, March  31, 2001  |   | $             | 7,209,128 |          | $      | 7,243,683     |   | $ | 12,834,493 |   |

 

F-63

----

 

Boston Capital Tax Credit Fund II Limited Partnership

Series 7, 9 through 12, and 14

 

NOTES TO FINANCIAL STATEMENTS

 

March 31, 2002, 2001 and 2000

 

NOTE E - CASH EQUIVALENTS

 

Cashequivalents of $950,000 and $900,677 as of March 31, 2002 and 2001,respectively, include tax-exempt sweep accounts, certificates of deposit, andmoney market accounts with interest at rates ranging 1.23% to 6.75% per annum.

 

NOTE F - NOTES RECEIVABLE

 

Notesreceivable at March 31, 2002 and 2001 consist of advance installments ofcapital contributions and/or advances made to operating limited partnerships of$543,584.  The notes are noninterestbearing and due on demand.  The carryingvalue of the notes receivable approximates fair value.

 

NOTE G - INVESTMENTS HELD TOMATURITY

 

Investmentsheld to maturity at March 31, 2002 and 2001 consist of certificates of deposittotaling $411,470 and $642,595, respectively. The certificates of deposit relating to each year mature within the next12 months with interest rates ranging from 3.93% to 4.41% per annum.

 

NOTE H - CONTINGENCY

 

WoodfieldCommons Limited Partnership, an operating limited partnership, is in receipt ofa 60-day letter issued by the IRS stating that the operating partnership hasnot met certain IRC Section 42 requirements. The finding was the result of an IRS audit of the operatingpartnership’s tenant files.  The IRS hasproposed an adjustment that would disallow the operating partnership fromutilizing certain past credits estimated to be $1.3 million.  The Investment General Partner and its counselalong with the Operating General Partner and its Counsel have filed an appealand continue ongoing discussions with the appellate officer.  They believe the audit is nearingcompletion, and while an actual audit settlement has not been reached, it is theirbelief that there is a likelihood of a favorable settlement.  Accordingly, no adjustment has been made inthe accompanying financial statements.

 

F-64

----